-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B0BR6r2dM+Kfhtd4P2JtuBs93FfwbmnAzD4v8NNZJ2pjHsi6ZXcELnxp/vaHsYy6 Fxs1NOOy/I9CYjMC4Z+bpA== 0001193125-05-168725.txt : 20050815 0001193125-05-168725.hdr.sgml : 20050815 20050815171702 ACCESSION NUMBER: 0001193125-05-168725 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050810 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESMED INC CENTRAL INDEX KEY: 0000943819 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 980152841 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15317 FILM NUMBER: 051027965 BUSINESS ADDRESS: STREET 1: 14040 DANIELSON ST CITY: POWAY STATE: CA ZIP: 920646857 BUSINESS PHONE: 8587462400 MAIL ADDRESS: STREET 1: 14040 DANIELSON ST CITY: POWAY STATE: CA ZIP: 920646857 8-K 1 d8k.htm FORM 8-K FOR RESMED INC. Form 8-K for ResMed Inc.

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Under Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 10, 2005

 

ResMed Inc

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-15317   98-0152841

(State or Other Jurisdiction of

Incorporation)

 

(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)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01 Other Events.

 

By press release dated August 10, 2005, ResMed Inc announced a two-for-one stock split of its outstanding shares of common stock payable in the form of a 100% stock dividend to shareholders of record on September 15, 2005. A copy of the press release is attached as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

  (c) The following exhibit is furnished herewith:

 

99.1    Press released dated August 10, 2005.

 

-2-


 

SIGNATURES

 

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.

 

Date: August 11, 2005

     

RESMED INC

(registrant)

           

By:

 

/s/ Adrian M. Smith

           

Name:

 

Adrian M. Smith

           

Its:

 

Senior Vice President Finance and

Chief Financial Officer

 

-3-


 

Exhibit Index

 

Exhibits:

  

Description of Document


99.1    Press Release dated August 10, 2005.

 

-4-

EX-99.1 2 dex991.htm PRESS RELEASE DATED AUGUST 10, 2005 Press Release dated August 10, 2005

Exhibit 99.1

 

ResMed Announces Two-For-One Stock Split

 

Fourth quarter and year end earnings call scheduled for August 22, 2005

 

SAN DIEGO, California, August 10, 2005 – ResMed Inc (NYSE: RMD) today announced that its Board of Directors has approved a two-for-one split of its common stock, payable in the form of a 100 percent stock dividend. Shareholders of record will receive one additional share of common stock for every share held on September 15, 2005.

 

“ResMed’s share price has appreciated over 90 percent since our last split in March of 2000, reflecting strong financial performance from the company and robust growth in the industry at large,” stated Peter C. Farrell PhD, Chairman and Chief Executive Officer. “We hope this stock split will further increase the liquidity of our shares and make them more appealing to individual investors.”

 

The common stock will be distributed on or about September 30, 2005, by ResMed’s transfer agent, American Stock Transfer and Trust Company. On August 9, 2005, ResMed had common stock outstanding of approximately 36 million shares. Following the stock distribution, the number of outstanding shares will increase to approximately 72 million.

 

In addition, ResMed announced that on Monday, August 22, 2005, it will release its fourth quarter and fiscal year end 2005 earnings for the period ended June 30, 2005. ResMed will issue an earnings press release at approximately 1:30 p.m. Pacific Time and will host a conference call to review its quarterly and year to date results, market trends, and future outlook.

 

The conference call is scheduled to begin at 2:00 p.m. Pacific Time and will be webcast on ResMed’s Web site at www.resmed.com.

 

International conference call times will be:

 

10:00 p.m.    London
  7:00 a.m.    Sydney, Australia (August 23, 2005)

 

TO PARTICIPATE in the conference call, please call one of the below numbers at least 10 minutes before the call begins and identify yourself to the operator:

 

Domestic:    (866) 203-2528
International:    (617) 213-8847
Conference ID:    1788883
Conference Name:    ResMed Inc

 

The replay of the conference call will be available approximately 30 minutes after the call and will be accessible for two weeks at:

 

Domestic:    (888) 286-8010
International:    (617) 801-6888
Conference ID:    99737510


About

  ResMed

 

ResMed is a leading manufacturer of medical equipment for the treatment and management of sleep-disordered breathing and other respiratory disorders. We are dedicated to developing innovative products to improve the lives of those who suffer from these conditions and to increasing awareness among patients and healthcare professionals of the potentially serious health consequences of untreated sleep-disordered breathing. For more information on ResMed, visit www.resmed.com.

 

Statements contained in this release that are not historical facts are “forward-looking” statements as contemplated by the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements regarding benefits of the stock split, increases in the liquidity of ResMed’s shares, and the reaction of investors, are subject to risks and uncertainties, which could cause actual results to materially differ from those projected or implied in the forward-looking statements. Those risks and uncertainties are discussed in the Company’s Annual Report on Form 10-K for its most recent fiscal year and in other reports the Company files with the US Securities & Exchange Commission. Those reports are available on the Company’s website.

 

Contact:

Arlene Martin

Stock Administrator

(858) 746-2262

 

Hillary Theakston

Director of Investor Relations

(858) 746-2610

-----END PRIVACY-ENHANCED MESSAGE-----