8-K 1 0001.txt CURRENT REPORT ON FORM 8-K 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): January 23, 2001 RESMED INC. -------------------------------------------------------------------------------- Exact name of registrant as specified in its charter Delaware 0-26038 98-0152841 --------------------------------------- ---------------------------- ----------------------------------------- State of incorporation or organization Commission File Number I.R.S. Employer Identification No.
14040 Danielson Street, Poway, California 92064-6857 ---------------------------------------------------- Address of principal executive offices (858) 746-2400 ------------------------------------------------------- Registrant's telephone number, including area code _____________________________________________________________ Former name or former address, if changed since last report Item 5. Other Events. ------------ On January 23, 2001, ResMed Inc. (the "Company") executed the Second Amendment to Rights Agreement (the "Second Amendment"), which further amended in certain respects the Rights Agreement between the Company and American Stock Transfer & Trust Company, dated as of April 23, 1997 (the "Rights Agreement") as first amended on March 19, 1999 (the "First Amendment"). The Second Amendment, among other things, amends the definition of "Acquiring Person" and "Trigger Event" to increase the ownership threshold from 15% to 20%. A copy of the Second Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing discussion is qualified in its entirety by reference to the Second Amendment, the First Amendment and the Rights Agreement. Item 7. Exhibits. -------- 4.1 Second Amendment to Rights Agreement, dated as of January 23, 2001, between ResMed Inc. and American Stock Transfer & Trust Company, as Rights Agent. 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: January 23, 2001 RESMED INC. By: /s/ DR. PETER C. FARRELL ------------------------------- Name: Dr. Peter C. Farrell Title: Chairman of the Board and Chief Executive Officer EXHIBIT INDEX 4.1 Second Amendment to Rights Agreement, dated as of January 23, 2001, between ResMed Inc. and American Stock Transfer & Trust Company, as Rights Agent.