Resmed Inc – ‘8-K’ for 1/23/01

On:  Tuesday, 1/23/01, at 4:12pm ET   ·   For:  1/23/01   ·   Accession #:  1017062-1-99   ·   File #:  1-15317

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report on Form 8-K                             4     11K 
 2: EX-4.1      Second Amendment to Rights Agreement                   6     20K 

8-K   —   Current Report on Form 8-K
Document Table of Contents

8-K
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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):        January 23, 2001       

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

                                                        [Enlarge/Download Table]
                                                                                                                
               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 

8-K
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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.                         

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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:  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

8-K
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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.                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		1/23/01		1		4
		3/19/99		2					8-K
		4/23/97		2
									List all Filings