Form: 8-K

Current report filing

May 6, 1997

Published on May 6, 1997



PRESS RELEASE

RESMED DECLARES DIVIDEND DISTRIBUTION
OF PREFERRED STOCK PURCHASE RIGHTS

San Diego, California, April 16, 1997 - The Board of Directors of ResMed,
Inc. (Nasdaq National Market: RESM) today declared a dividend distribution of
one Preferred Stock Purchase Right on each outstanding share of ResMed common
stock. Each Right will entitle stockholders to buy one one-hundredth of a
share of a newly created Series A Junior Participating Preferred stock of the
Company at an exercise price of $80.00 per share. The Rights will be
exercisable if a person or group acquires 15% or more of ResMed common stock
or announces a tender offer for 15% or more of the common stock. The ResMed
Board will be entitled to redeem the Rights at $0.01 per Right at any time
before the tenth day after a person has acquired 15% or more of the
outstanding common stock.

The Rights are not being distributed in response to any specific effort
to acquire control of the Company. The Rights are designed to assure that all
ResMed stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against partial tender offers,
open market accumulations and other abusive tactics to gain control of ResMed
without paying all stockholders a control premium.

If a person acquires 15% or more of ResMed's outstanding common stock,
each Right will entitle its holder to purchase, at the Right's then-current
exercise price, a number of common shares of ResMed having a market value at
that time of twice the Right's exercise price. Rights held by the 15% holder
will become void and will not be exercisable to purchase shares at the bargain
purchase price. If ResMed is acquired in a merger or other business
combination transaction, which has not been approved by the Board of
Directors, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value at that time of twice the Right's exercise price.

"The Rights are intended to enable all ResMed stockholders to realize the
long-term value of their investment in the Company. They do not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board of Directors prior to attempting a takeover," said Dr
Peter Farrell, President and Chief Executive Officer of ResMed.

The dividend distribution will be payable to shareholders of record on
April 30, 1997. The Rights will expire in ten years. The Rights distribution
is not taxable to stockholders.

ResMed is a leading innovator and supplier of products for the diagnosis
and treatment of sleep-disordered breathing. The company's products are
distributed worldwide under the SULLIVAN and AutoSetTM brand names. Further
information on ResMed can be obtained from the company's website at
http://www.resmed.com.au.

Contact: Pamela Kewley Phone: (619) 622 2040