8-K: Current report filing

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


_________________


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):
April 15, 1997

RESMED, INC.
Exact name of registrant as specified in its charter


Delaware 0-26038
State of incorporation or organization Commission File Number

98-0152841
I.R.S. Employer Identification No.


5744 Pacific Center Boulevard, Suite 311, San Diego, California 92121
Address of principal executive offices


(619) 622-2040
Registrant's telephone number, including area code



Former name or former address, if changed since last report


Item 5. Other Events.
On April 15, 1997, the Board of Directors of ResMed, Inc. (the "Company")
declared a dividend of one preferred stock purchase right (the "Rights") for
each share of common stock, par value $0.004 per share (the "Common Shares"),
of the Company outstanding at the close of business on April 30, 1997 (the
"Record Date"). The terms and conditions of the Rights are as set forth in
that certain Rights Agreement dated as of April 23, 1997 between the Company
and American Stock Transfer & Trust Company as the Rights Agent (the "Rights
Agreement"). The following is a summary of the terms and conditions which is
qualified in its entirety by the Rights Agreement.
Each Right will entitle the registered holder thereof, after the Rights
become exercisable and until April 30, 2007 (or the earlier redemption,
exchange or termination of the Rights), to purchase from the Company one
one-hundredth (1/100th) of a share of Series A Junior Participating Preferred
Stock, par value $0.01 per share (the "Preferred Shares"), at a price of
$80.00 per one one-hundredth (1/100th) of a Preferred Share, subject to
certain anti-dilution adjustments (the "Purchase Price"). The Rights will be
represented by the Common Share certificates and will not be exercisable or
transferable apart from the Common Shares until the earlier to occur of (i)
the tenth day after a public announcement that a Person or group of affiliated
or associated Persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the Common Shares
(the "Shares Acquisition Date"), or (ii) the tenth day after a Person or group
commences, or announces an intention to commence, a tender or exchange offer,
the consummation of which would result in the beneficial ownership by a Person
or group of 15% or more of the Common Shares (the earlier of (i) and (ii)
being called the "Distribution Date," whether or not either such date occurs
prior to the Record Date). Separate certificates representing the Rights will
be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date. The Rights will first become exercisable
on the Distribution Date, unless earlier redeemed or exchanged, and may then
begin trading separately from the Common Shares. The Rights will at no time
have any voting rights.
Each Preferred Share purchasable upon exercise of the Rights will be
entitled to a minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 100 times the dividend,
if any, declared per Common Share. In the event of liquidation, the holders
of the of Preferred Shares will be entitled to a minimum preferential
liquidation payment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each Preferred Share
will have 100 votes and will vote together with the Common Shares. Finally,
in the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100
times the amount received per Common Share. These Rights are protected by
customary anti-dilution provisions. Because of the nature of the Preferred
Share's dividend, liquidation and voting rights, the value of one
one-hundredth of a Preferred Share purchasable upon exercise of each Right
should approximate the value of one Common Share.

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In the event that at any time following the Distribution Date, (i) the Company
is the surviving corporation in a merger with an Acquiring Person or any
affiliate or associate of an Acquiring Person and its Common Shares are not
changed or exchanged, or (ii) a Person becomes an Acquiring Person (except
pursuant to certain cash offers for all outstanding Common Shares approved by
a majority of the Board of Directors of the Company who are not associated
with an Acquiring Person, the "Continuing Directors") each holder of a Right,
other than Rights that are or were acquired or beneficially owned by the
Acquiring Person (which Rights will thereafter be void), will thereafter have
the right to receive upon exercise that number of Common Shares having a
market value of two times the then current Purchase Price of the Right.
In the event that, at any time following the Shares Acquisition Date, (i)
the Company is acquired in a merger or other business combination in which the
Company is not the surviving corporation (other than a merger described in the
preceding paragraph), (ii) the Company is the surviving corporation in a
merger or consolidation with another Person and all or part of the Common
Shares are changed or exchanged, or (iii) 50% or more of the Company's assets
or earning power is exchanged, mortgaged, sold or otherwise transferred, each
holder of a Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the exercise
price of the Right. The events set forth in this paragraph and in the
preceding paragraph are referred to as the "Trigger Events."
At any time until ten (10) days following the Shares Acquisition Date (as
such period may be extended by the Company and Rights Agent pursuant to the
Rights Agreement), the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right provided that in certain circumstances such
redemption will require the concurrence of a majority of the Continuing
Directors. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.
The Rights will expire on April 30, 2007 (the "Final Expiration Date")
(unless earlier redeemed, exchanged or terminated). American Stock Transfer &
Trust Company is the Rights Agent.
The Purchase Price payable, and the number of one one-hundredths of a
Preferred Share or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of
the Preferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares or convertible securities at less than the current
market price of the Preferred Shares or (iii) upon the distribution to holders
of the Preferred Shares of evidences of indebtedness, cash, securities or
assets (excluding regular periodic cash dividends at a rate not in excess of
125% of the rate of the last regular periodic cash dividend theretofore paid
or, in case regular periodic cash dividends have not theretofore been paid, at
a rate not in excess of 50% of the average net income per share of the Company
for the four quarters ended immediately prior to the payment of such dividend,
or dividends payable in Preferred Shares (which dividends will be subject to
the adjustment described in clause (i) above)) or of subscription rights or
warrants (other than those referred to above).

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Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended by the
Company and the Rights Agent prior to the Distribution Date. After the
Distribution Date, the Company and the Rights Agent may amend or supplement
the Rights Agreement without the approval of any holders of Right Certificates
to cure any ambiguity, to correct or supplement any provision contained
therein which may be defective or inconsistent with any other provisions
therein, to shorten or lengthen any time period under the Rights Agreement (so
long as, under certain circumstances, a majority of Continuing Directors
approve such shortening or lengthening) or so long as the interests of the
holders of Right Certificates (other than an Acquiring Person or an affiliate
or associate of an Acquiring Person) are not adversely affected thereby, to
make any other changes or provisions in regard to matters or questions arising
thereunder which the Company and the Rights Agent may deem necessary or
desirable, including but not limited to extending the Final Expiration Date.
The Company and the Rights Agent may at any time prior to such time as any
Person becomes an Acquiring Person amend the Rights Agreement to lower the
thresholds described above to not less than the greater of (i) any percentage
greater than the largest percentage of the outstanding Common Shares then
known by the Company to be beneficially owned by any Person or group of
affiliated or associated Persons and (ii) 10%.
One Right will be distributed to stockholders of the Company for each
Common Share owned of record by them on April 30, 1997. As long as the Rights
are attached to the Common Shares, the Company will issue one Right with each
new Common Share so that all such shares will have attached Rights. The
Company has agreed that, from and after the Distribution Date, the Company
will reserve 150,000 Preferred Shares initially for issuance upon exercise of
the Rights.
The Rights will cause substantial dilution to a person or group that
acquires 15% or more of the Company's stock on terms not approved by the
Company's Board of Directors. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors at any time
prior to the first date that a Person or group has become an Acquiring Person.
The Rights Agreement specifying the terms of the Rights, the text of the
press release announcing the declaration of the Rights, and the form of a
letter to be sent to the holders of the Company's Common Stock, dated April
30, 1997, explaining the Rights, are incorporated herein by reference as
exhibits to this Current Report. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
Item 7. Exhibits.
[4.] Rights Agreement, dated as of April 23, 1997, between ResMed, Inc.
and American Stock Transfer & Trust Company, which includes the form of
Certificate of Determination of the Series A Junior Participating Preferred
Stock of ResMed, Inc. as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as Exhibit C.

[20.] Form of Letter to be sent to the holders of ResMed, Inc. Common
Stock.

[99.] Text of Press Release, dated April 16, 1997.

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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: April 2, 1997
RESMED, INC.



By:/S/ DR. PETER C. FARRELL
Name: Dr. Peter C. Farrell
Title: President and Chief Executive Officer

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EXHIBIT INDEX
4. Rights Agreement, dated as of April 23, 1997, between ResMed, Inc. and
American Stock Transfer & Trust Company, which includes the form of
Certificate of Determination of the Series A Junior Participating Preferred
Stock of ResMed, Inc. as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as Exhibit C.
20. Form of Letter to be sent to the holders of ResMed, Inc. Common Stock.
99. Text of Press Release, dated April 16, 1997.

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