424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on October 17, 2001
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-70500
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED OCTOBER 9, 2001)
$180,000,000
RESMED INC.
4% CONVERTIBLE SUBORDINATED NOTES DUE 2006
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement relates to the resale by holders of our 4%
Convertible Subordinated Notes Due 2006 and shares of our common stock issuable
upon the conversion of the notes. This prospectus supplement should be read in
conjunction with the prospectus dated October 9, 2001, which is to be delivered
with this prospectus supplement. All capitalized terms used but not defined in
this prospectus supplement have the meanings given them in the prospectus.
The information appearing in the table below, as of the date hereof,
supplements the information in the table appearing under the heading "Selling
Securityholders" in the prospectus, and, where the name of a selling
securityholder identified in the table below also appears in the table in the
prospectus, the information set forth in the table below regarding that selling
stockholder supersedes the information in the prospectus:
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* Represents less than 1%.
The number of shares of common stock owned prior to the offering includes
shares of common stock into which the notes are convertible. The number of
shares of common stock offered hereby is based on a conversion price of $60.60
per share of common stock and a cash payment in lieu of any fractional share.
Information concerning other Selling Securityholders will be set forth in
prospectus supplements from time to time, if required. The number of shares of
common stock owned by the other Selling Securityholders or any future transferee
from any such holder assumes that they do not beneficially own any common stock
other than common stock into which the Notes are convertible at a conversion
price of $60.60 per share.
Except as set forth in this paragraph, none of the selling securityholders
nor any of their affiliates, officers, directors or principal equity holders has
held any position or office or has had any material relationship with us within
the past three years. Based exclusively on a Schedule 13G filed with the
Securities and Exchange Commission, affiliates of Deutsche Banc Alex Brown Inc.
own common stock and Chess Units of Foreign Securities ("CUFS") that are
convertible into common stock which, assuming conversion of the CUFS, represent
in the aggregate approximately 12.1% of our outstanding common stock.
Additionally, affiliates of Deutsche Banc Alex Brown Inc. provided us with a
bridge loan facility used in connection with our purchase of MAP
Medizin-Technologie GmbH in February, 2001. A portion of the proceeds we
received upon the sale of the notes was used to repay this bridge loan.
INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE
CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. PLEASE CONSIDER THE "RISK FACTORS"
BEGINNING ON PAGE 5 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is October 17, 2001.