424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on December 14, 2001
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-70500
PROSPECTUS SUPPLEMENT NO. 6
(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,
prospectus supplement No. 3, dated November 5, 2001, prospectus supplement No.
4, dated November 14, 2001, and prospectus supplement No. 5, dated November 21,
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:
(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 December 14, 2001.