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Actionable news in ARAY: Accuray Incorporated,

Securities to be offered to employees in employee benefit plans

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As filed with the Securities and Exchange Commission on November 6, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ACCURAY INCORPORATED

(Exact name of registrant as specified in its charter)

1310 Chesapeake Terrace
Sunnyvale, California 94089

(Address of Principal Executive Offices including Zip Code)

Accuray Incorporated 2007 Incentive Award Plan

( Full Title of the Plan)

(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Accuray Incorporated 2007 Incentive Award Plan (the 2007 Plan) being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding shares of Common Stock.

(2) Represents an automatic annual increase of 1,500,000 shares to the number of shares of the Registrants of Common Stock reserved for issuance under, and which annual increase is provided for in, the 2007 Plan.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, on the basis of $6.82 per share, which represents the average of the high and low prices of the Registrants Common Stock as reported on The Nasdaq Global Market on November 4, 2015.

EXPLANATORY NOTE

Accuray Incorporated (the Company or the Registrant) filed with the Securities and Exchange Commission (the Commission): (i) on March 9, 2007, a registration statement on Form S-8 (File No. 333-141194) relating to 9,000,000 shares of Common Stock to be offered and sold under the 2007 Plan, (ii) on February 5, 2009, a registration statement on Form S-8 (File No. 333-157120) relating to an additional 1,500,000 shares of Common Stock to be offered and sold under the 2007 Plan, (iii) on May 6, 2010, a registration statement on Form S-8 (File No. 333-166606) relating to an additional 1,500,000 shares of Common Stock to be offered and sold under the 2007 Plan, (iv) on September 1, 2010, a registration statement on Form S-8 (File No. 333-169139) relating to an additional 1,500,000 shares of Common Stock to be offered and sold under the 2007 Plan, and (v) on November 7, 2014, a registration statement on Form S-8 (File No. 333-199997) relating to an additional 500,000 shares of Common Stock to be offered and sold under the 2007 Plan (collectively, the Prior Registration Statements). The Registrant is hereby registering an additional 1,500,000...


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