SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 23, 2001
RESMED INC.
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Exact name of registrant as specified in its charter
Delaware 0-26038 98-0152841
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State of incorporation or organization Commission File Number I.R.S. Employer Identification No.
14040 Danielson Street, Poway, California 92064-6857
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Address of principal executive offices
(858) 746-2400
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Registrant's telephone number, including area code
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Former name or former address, if changed since last report
Item 5. Other Events.
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On January 23, 2001, ResMed Inc. (the "Company") executed the
Second Amendment to Rights Agreement (the "Second Amendment"), which further
amended in certain respects the Rights Agreement between the Company and
American Stock Transfer & Trust Company, dated as of April 23, 1997 (the "Rights
Agreement") as first amended on March 19, 1999 (the "First Amendment").
The Second Amendment, among other things, amends the definition
of "Acquiring Person" and "Trigger Event" to increase the ownership threshold
from 15% to 20%. A copy of the Second Amendment is attached hereto as Exhibit
4.1 and is incorporated herein by reference. The foregoing discussion is
qualified in its entirety by reference to the Second Amendment, the First
Amendment and the Rights Agreement.
Item 7. Exhibits.
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4.1 Second Amendment to Rights Agreement, dated as of January 23,
2001, between ResMed Inc. and American Stock Transfer & Trust
Company, as Rights Agent.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 23, 2001
RESMED INC.
By: /s/ DR. PETER C. FARRELL
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Name: Dr. Peter C. Farrell
Title: Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
4.1 Second Amendment to Rights Agreement, dated as of January 23, 2001,
between ResMed Inc. and American Stock Transfer & Trust Company, as
Rights Agent.