424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on November 14, 2001
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-70500
PROSPECTUS SUPPLEMENT NO. 4
(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, prospectus supplement No.
1, dated October 17, 2001, prospectus supplement No. 2, dated October 25, 2001
and prospectus supplement No. 3, dated November 5, 2001, each of which are 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 or in the table in a prospectus supplement dated prior to the date
hereof, the information set forth in the table below regarding that selling
securityholder supersedes the information in the prospectus or in that
prospectus supplement:
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* Represents less than 1%.
(1) We believe that any registered sales under the prospectus and its
accompanying supplements that exceed the total principal amount of notes
originally issued by us is the result of sales by selling securityholders
that acquired previously registered notes and subsequently requested that
those notes be registered.
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 as of September 30, 2001. 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 November 14, 2001.