8-K: Current report filing
Published on March 2, 2001
As filed with the Securities and Exchange Commission on March 2, 2001
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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):
February 16, 2001
RESMED INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26038 98-0152841
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
14040 Danielson Street 92604-6857
Poway, California (Zip Code)
(Address of principal executive offices)
(858) 746-2400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition of Assets.
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On February 16, 2001, pursuant to a Sale and Assignment Agreement
dated as of February 16, 2001, between ResMed Inc., a Delaware corporation
("ResMed"), ResMed Beteiligungs GmbH, a German limited liability company
("Merger Sub") and the shareholders of MAP Medizin-Technologie GmbH, a German
limited liability company ("MAP MT"), ResMed acquired all of the outstanding
shares (the "Shares") of MAP MT (the "Acquisition"). ResMed is acquiring the
Shares for DEM 146 million (approximately $69 million), consisting of DEM 28.750
million (approximately $13.5 million) in cash to be paid within five business
days of closing, approximately DEM 31 million (approximately $14.5 million) in
the assumption of debt and DEM 86.25 million (approximately $41 million) in cash
to be paid within 90 days of closing.
The initial cash payment was paid through a combination of existing
cash and borrowings under ResMed's existing line of credit with Union Bank of
California. ResMed is in the process of determining the source of the funds
to complete the Acquisition and currently anticipates that such funds will come
from bank loans and/or other debt financings and/or equity financings.
On February 19, 2001, ResMed issued a press release regarding the
Acquisition, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
The financial statements required to be filed will be filed as an
amendment to this Form 8-K under cover of Form 8-K/A on or before April 20,
2001.
(b) The pro forma financial information required to be filed will be filed
as an amendment to this Form 8-K under cover of Form 8-K/A on or before April
20, 2001.
(c) Exhibits
2.1 Sale and Assignment Agreement, dated as of February 16, 2001,
between ResMed Inc., ResMed Beteiligungs GmbH and the
shareholders of MAP Medizin-Technologie GmbH
99.1 Press Release, dated February 19, 2001, issued by ResMed Inc.
SIGNATURES
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.
RESMED INC.
By : /s/ DR. PETER C. FARRELL
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Name: Dr. Peter C. Farrell
Title: Chairman of the Board and
Chief Executive Officer
Dated: March 2, 2001
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Sale and Assignment Agreement, dated as of February 16, 2001,
between ResMed Inc., ResMed Beteiligungs GmbH and the
shareholders of MAP Medizin-Technologie GmbH
99.1 Press Release, dated February 19, 2001, issued by ResMed Inc.