Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 46 255K
Pursuant to a Transaction
2: EX-5.1 Opinion of Latham & Watkins 3 15K
3: EX-12.1 Statement Re: Computation of Earnings 1 6K
4: EX-23.1 Independent Auditors' Consent 1 5K
5: EX-25.1 Form T-1 Indenture 8 20K
EX-25.1 — Form T-1 Indenture
| EX-25.1 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------
AMERICAN STOCK TRANSFER & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-3439945
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
59 Maiden Lane 10038
New York, New York (Zip Code)
(Address of trustee's
principal executive offices)
-----------------------
RESMED INC.
(Exact name of obligor as specified in its charter)
Delaware 98-0152841
(State or other jurisdiction of (I.R.S. employee
incorporation or organization) identification No.)
14040 Danielson Street 92064-6857
Poway, California (Zip Code)
(Address of principal executive
offices)
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4% Convertible Subordinated Notes Due 2006
(Title of the indenture Securities)
-2-
GENERAL
1. General Information.
-------------------
Furnish the following information as to the trustee:
a. Name and address of each examining or supervising authority to which it
is subject.
New York State Banking Department, Albany, New York
b. Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with Obligor and Underwriters.
-------------------------------------------
If the obligor or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.
None.
3. Voting Securities of the Trustee.
---------------------------------
Furnish the following information as to each class of voting securities of
the trustee:
As of September 24, 2001
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COL. A COL. B
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Title of Class Amount Outstanding
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Common Shares - par value $600 per share. 1,000 shares
4. Trusteeships under Other Indentures.
------------------------------------
None.
-3-
5. Interlocking Directorates and Similar Relationships with the Obligor or
-----------------------------------------------------------------------
Underwriters.
-------------
None.
6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
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None.
7. Voting Securities of the Trustee Owned by Underwriters or their Officials.
--------------------------------------------------------------------------
None.
8. Securities of the Obligor Owned or Held by the Trustee.
-------------------------------------------------------
None.
9. Securities of Underwriters Owned or Held by the Trustee.
--------------------------------------------------------
None.
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
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Affiliates or Security Holders of the Obligor.
----------------------------------------------
None.
11. Ownership or Holdings by the Trustee of any Securities of a Person Owning
-------------------------------------------------------------------------
50 Percent or More of the Voting Securities of the Obligor.
-----------------------------------------------------------
None.
12. Indebtedness of the Obligor to the Trustee.
-------------------------------------------
None.
13. Defaults by the Obligor.
------------------------
None.
14. Affiliations with the Underwriters.
-----------------------------------
None.
15. Foreign Trustee.
---------------
Not applicable.
-4-
16. List of Exhibits.
-----------------
T-1.1 - A copy of the Organization Certificate of American Stock Transfer
& Trust Company, as amended to date including authority to
commence business and exercise trust powers was filed in
connection with the Registration Statement of Live Entertainment,
Inc., File No. 33-54654, and is incorporated herein by reference.
T-1.4 - A copy of the By-Laws of American Stock Transfer & Trust
Company, as amended to date was filed in connection with the
Registration Statement of Live Entertainment, Inc., File No.
33-54654, and is incorporated herein by reference.
T-1.6 - The consent of the Trustee required by Section 312(b) of the
Trust Indenture Act of 1939. Exhibit A.
T-1.7 - A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its supervising
or examining authority. - Exhibit B.
---------------------------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
American Stock Transfer & Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New York,
on the 25th day of September 2001.
AMERICAN STOCK TRANSFER & TRUST COMPANY
Trustee
By: /s/ HERB LEMMER
--------------------------------------------
Vice President
EXHIBIT A
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321 (b) of the Trust Indenture Act of
1939, and subject to the limitations therein contained, American Stock
Transfer & Trust Company hereby consents that reports of examinations of
said corporation by Federal, State, Territorial or District authorities may
be furnished by such authorities to you upon request therefor.
Very truly yours,
AMERICAN STOCK TRANSFER & TRUST COMPANY
By /s/ HERB LEMMER
------------------------------------
Vice President
EXHIBIT B
AMERICAN STOCK TRANSFER & TRUST COMPANY
59 Maiden Lane
New York, NY 10038
Consolidated Report of Condition and Income for a Bank with Domestic
Offices only and Total Assets of less than $100 Million Report at Close of
Business on June 30, 2001
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
[Enlarge/Download Table]
Schedule RC - Balance Sheet
Dollar Amounts in Thousands
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ASSETS
1 Cash and balances due from depository institutions:
a. Non-interest-bearing balances and currency and coin 582
b. Interest-bearing balances
2 Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)
b. Available-for-sale securities (from Schedule RC-B, column D) 7,477
3 Federal funds sold and securities purchased under agreements to resell
4 Loans and lease financing receivables.
5. Trading assets
6 Premises and fixed assets (including capitalized leases) 4,373
7. Other real estate owned (from Schedule RC-M)
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)
9. Customers' liability to this bank on acceptances outstanding
10. Intangible assets (from Schedule RC-M)
11. Other assets (from Schedule RC-F) 7,335
12. Total assets (sum of items 1 through 11) 19,767
[Enlarge/Download Table]
Schedule RC - Continued
Dollar Amounts in Thousands
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LIABILITIES
13. Deposits.
14. Federal funds purchased and securities sold under agreements to repurchase
15. Trading liabilities
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
17. Not applicable
18. Bank's liability on acceptances executed and outstanding
19. Subordinated notes and debentures
20. Other liabilities (from Schedule RC-G) 1,103
21. Total liabilities (sum of items 13 through 20) 1,103
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus
24. Common stock 600
25. Surplus (exclude all surplus related to preferred stock) 9,289
26. Retained Earnings 8,775
27. Other equity capital components
28. Total equity capital (sum of items 23 through 27) 18,664
29. Total liabilities and equity capital (sum of items 21 and 28) 19,767
Dates Referenced Herein and Documents Incorporated by Reference
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