RSMDF Resmed Inc CDI (PK)





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 8-K/A

(Amendment No. 1)





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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





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ResMed Inc.

(Exact name of registrant as specified in its charter)



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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:







Explanatory Note

On November 1 4 , 2018, ResMed Inc. (“ResMed”) filed with the Securities and Exchange Commission a Current Report on Form 8-K disclosing, among other things, that , on November 13, 2018, it had completed the previously announced acquisition of   MatrixCare Holding s, Inc. (“MatrixCare”) , a Delaware corporation, in accordance with an Agreement and Plan of Merger   (the “Merger Agreement”) dated November 5 , 201 8 , among ResMed Operations Inc. (“ResMed Operations”) , a Delaware corporation and wholly-owned subsidiary of ResMed ,   Evolved Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of ResMed Operations,   and OPE LGI Holdings Limited, a Canadian private company in its capacity as the agent acting on behalf of the holders of common stock and common stock options of MatrixCare . ResMed was also   a   party   to   the   merger   agreement solely   to   guarantee   the   discharge   of   payment and performance obligations of ResMed Operations and Merger Sub under the M erger   A greement.



This Current Report on Form 8-K/A amends and supplements the November 14, 2018 Form 8-K to provide the information required by Item 9.01 of Form   8-K   that   was   not   filed   with   the   November 14, 2018   Form   8-K,   including   the   required   historical   financial   information   of   MatrixCare   and   the   required pro forma financial statements. Except as otherwise provided in this Form 8-K/A, the disclosures made in the November 14, 2018 Form 8-K remain unchanged.





The   audited   financial   statements   of   MatrixCare   as of and for the year ended December 31, 2017 ,   the   notes   related   thereto and the independent auditor’s report , as well as the interim unaudited consolidated financial statements of MatrixCare for the nine months ended September 30, 2018, and the notes related thereto , are attached as Exhibit 99.1 to this Amendment No. 1 to Form 8-K and incorporated here by   reference.  





The unaudited pro forma combined financial information of ResMed as of September 30 , 201 8 , for the three months ended September 30 , 201 8 , 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, is attached hereto as Exhibit 99.2 and incorporated here by reference.