Amended Current Report Filing (8-k/a)
30 Janeiro 2019 - 6:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
_______________________
FORM 8-K/A
(Amendment No.
2
)
_______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 13, 2018
_______________________
ResMed Inc.
(Exact name of registrant as specified in its charter)
_______________________
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Delaware
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001-15317
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98-0152841
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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9001 Spectrum Center Boulevard
San Diego, California 92123
(Address of principal executive offices)
(858) 836-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
This Amendment No. 2 to the Form 8-K that ResMed Inc. (“ResMed”) filed on November 14, 2018, as amended by Form 8-K/A, Amendment No. 1, filed on January 29, 2019 (“Amendment No. 1”), is being made solely for the purpose of (i) filing as Exhibit 23.1 hereto a revised version of the Consent of Independent Auditor related to the audited consolidated financial statements of MatrixCare Holdings, Inc. (“MatrixCare”) as of December 31, 2017 and for the year ended December 31, 2017 and (ii) furnishing as Exhibit
99.2 hereto adjust
ed unaudited pro forma combined financial information of ResMed as of September 30, 2018, for the three months ended September 30, 2018, and for the twelve months ended June 30, 2018 and the notes related thereto, after giving effect to the acquisition of MatrixCare and adjustments described in such pro forma financial information.
The unaudited pro forma combined financial inf
ormation
included in Exhibit 99.2 to this Amendment No. 2
has been
adjust
ed to reflect MatrixCare’s change in accounting principle relating to the amortization of goodwill. Specifically, the condensed combined statements of income for the three months ended September 30, 2018 and twelve months ended June 30, 2018 included amortization related to goodwill in MatrixCare’s
a
mortization of acquired intangible assets
,
which was then reversed in the Pro Forma Adjustments
column. Consistent with the change in MatrixCare’s accounting principle this
amendment removes the amortization relating to goodwill from MatrixCare’s
historical balances and the corresponding pro forma a
djustment.
The pro f
orma
c
ombined amounts for amort
ization of acquired intangible assets and net income did not change as a result of th
is
amendment.
The revised Consent of Independent Auditor attached hereto as Exhibit 23.1 supersedes and replaces Exhibit 23.1 in Amendment No. 1, and the unaudited pro forma combined financial information attached hereto as Exhibit 99.2 supersedes and replaces Exhibit
99.2 in Amendment No. 1
. Except as provided herein, this Amendment No. 2 does not change any previously reported financial information or any disclosures contained in the Form 8-K filed on November
14, 2018, or in Amendment No. 1
.
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Item 9.01.
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Financial Statements and Exhibits.
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(c)
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Exhibits.
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SIGNATURE
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.
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RESMED INC.
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By:
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/s/
BRETT A. SANDERCOCK
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Brett
A.
Sandercock
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Chief
financial officer
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Dated:
January
30
, 2019
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