On February 6, 2013, Accuray Incorporated (the "Company") issued a press release announcing its financial results for the second quarter of its fiscal year, ended December 31, 2012. A copy of the Company's press release dated February 6, 2013, titled "Accuray Announces Results for Second Quarter Fiscal 2013" is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information (including the exhibit hereto) is being furnished under "Item 2.02 Results of Operations and Financial Condition" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On December 3, 2012, the Company filed an amended and restated certificate of incorporation which increases the authorized number of shares of the Company's common stock from 100,000,000 shares to 200,000,000 shares. The foregoing description of the amended and restated certificate of incorporation is qualified in its entirety by reference to the text of the amended and restated certificate of incorporation, which is included as Exhibit 3.1 hereto.

On February 6, 2013, the Company issued a press release announcing that it proposes to offer, subject to market and other conditions, $75 million principal amount of convertible senior notes due 2018 (the "Notes") in a private offering exempt from registration under the Securities Act of 1933, as amended. The Company intends to grant the initial purchasers of the Notes an option to purchase an additional $10 million principal amount of the Notes. A copy of the Company's press release dated Febraury 6, 2013, titled "Accuray Announces Proposed Offering of $75 Million of Convertible Senior Notes" is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits.

Number                                  Description
 3.1     Amended and Restated Certificate of Incorporation of
         Accuray Incorporated, dated December 3, 2012.
 99.1    Press Release dated February 6, 2013, titled "Accuray Announces Results
         for Second Quarter Fiscal 2013."
 99.2    Press Release dated February 6, 2013, titled "Accuray Announces Proposed
         Offering of $75 Million of Convertible Senior Notes."