Filed Pursuant to Rule 424(b)(3)
Registration No. 333-70500
PROSPECTUS SUPPLEMENT NO. 9
(TO PROSPECTUS DATED OCTOBER 9, 2001)
$180,000,000
RESMED INC.
4% CONVERTIBLE SUBORDINATED NOTES DUE 2006
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement relates to the resale by holders of our
4% Convertible Subordinated Notes Due 2006 and shares of our common stock
issuable upon the conversion of the notes. This prospectus supplement should be
read in conjunction with the prospectus dated October 9, 2001, prospectus
supplement No. 1, dated October 17, 2001, prospectus supplement No. 2, dated
October 25, 2001, prospectus supplement No. 3, dated November 5, 2001,
prospectus supplement No. 4, dated November 14, 2001, prospectus supplement No.
5, dated November 21, 2001, prospectus supplement No. 6, dated December 14,
2001, prospectus supplement No. 7, dated January 17, 2002, and prospectus
supplement No. 8 dated February 15, 2002, each of which are to be delivered with
this prospectus supplement. All capitalized terms used but not defined in this
prospectus supplement have the meanings given them in the prospectus.
The information appearing in the table below, as of the date
hereof, supplements the information in the table appearing under the heading
"Selling Securityholders" in the prospectus, and, where the name of a selling
securityholder identified in the table below also appears in the table in the
prospectus or in the table in a prospectus supplement dated prior to the date
hereof, the information set forth in the table below regarding that selling
securityholder supersedes the information in the prospectus or in that
prospectus supplement:
Principal Amount of
Notes Beneficially Percentage of Common Stock Owned
Owned and Offered Notes Prior to the Common Stock
Name Hereby(1) Outstanding Offering Offered Hereby
------------------------------------------ ------------------------ ------------------ -------------------- ----------------
Alexandra Global Investment Fund 1 Ltd. $ 3,750,000 2.08% 61,881 61,881
Hamilton Multi-Strategy Master Fund, L.P. $ 14,000,000(2) 7.78% 231,023 231,023
--------------------------------
(1) We believe that any registered sales under the prospectus and its
accompanying supplements that exceed the total principal amount of
notes originally issued by us is the result of sales by selling
securityholders that acquired previously registered notes and
subsequently requested that those notes be registered.
(2) Represents an aggregate principal amount of notes and the common stock
into which those notes are convertible previously registered under the
name of Hamilton Partners Limited on the prospectus supplement filed
October 25, 2001. Hamilton Partners subsequently enacted a corporate
name change to Hamilton Multi-Strategy Master Fund, L.P.
The number of shares of common stock owned prior to the offering
includes shares of common stock into which the notes are convertible. The number
of shares of common stock offered hereby is based on a conversion price of
$60.60 per share of common stock and a cash payment in lieu of any fractional
share. Information concerning other selling securityholders will be set forth in
prospectus supplements from time to time, if required. The number of shares of
common stock owned by the other selling securityholders or any future transferee
from any such holder assumes that they do not beneficially own any common stock
other than common stock into which the notes are convertible at a conversion
price of $60.60 per share.
Except as set forth in this paragraph, none of the selling
securityholders nor any of their affiliates, officers, directors or principal
equity holders has held any position or office or has had any material
relationship with us within the past three years. Based exclusively on a
Schedule 13G filed with the Securities and Exchange Commission, affiliates of
Deutsche Banc Alex Brown Inc. own common stock and Chess Units of Foreign
Securities ("CUFS") that are convertible into common stock which, assuming
conversion of the CUFS, represent in the aggregate approximately 12.1% of our
outstanding common stock as of September 30, 2001. Additionally, affiliates of
Deutsche Banc Alex Brown Inc. provided us with a bridge loan facility used in
connection with our purchase of MAP Medizin-Technologie GmbH in February, 2001.
A portion of the proceeds we received upon the sale of the notes was used to
repay this bridge loan.
INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE
CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. PLEASE CONSIDER THE "RISK FACTORS"
BEGINNING ON PAGE 5 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is February 22, 2002.