SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )
Filed by the Registrant [ x ]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement [ ] Confidential, for Use of the
Commission Only
(as Permitted by Rule
14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss240.14a-11(c) or ss240.14a-12
RESMED INC.
(Name of Registrant as Specified In Its Charter)
_________________________
(Name of person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
ResMed Inc., as foreshadowed in the June quarterly report, at 4.00 p.m., local
time, on Tuesday, November 12, 1996 at the KPMG Peat Marwick LLP Board Room
750 B Street, Suite 3000, 30th Floor, San Diego, California.
Information about the business of the meeting and the nominees for election as
directors of the Company are set forth in the Notice of Meeting and the Proxy
Statement, which are attached. This year you are asked to elect two Directors
of the Company and to ratify the selection of independent auditors for fiscal
year 1997.
Very truly yours,
Peter C. Farrell
President
<PAGE>
RESMED INC.
_____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 12, 1996
_____________________
The Annual Meeting of Stockholders of ResMed Inc. will be held at the KPMG
Peat Marwick LLP Board Room, 750 B Street, Suite 3000, 30th Floor, San Diego,
California on Tuesday, November 12, 1996, at 4.00p.m. local time for the
following purposes:
1. To elect two directors, each to serve for a three year term;
2. To ratify the selection of auditors to examine the consolidated
financial statements of the Company for the fiscal year ending June 30, 1997;
and
3. To transact such other business as may properly come before the
meeting.
Please refer to the accompanying Proxy Statement for a more complete
description of the matters to be considered at the meeting. Only stockholders
on record at the close of business on September 27, 1996 will be entitled to
notice of, and to vote at, the 1996 Annual Meeting and any adjournment
thereof.
It is important that your shares be represented at the meeting. Even if you
plan to attend the meeting in person, please sign, date and return your proxy
form in the enclosed envelope as promptly as possible. This will not prevent
you from voting your shares in person if you attend, but will make sure that
your shares are represented in the event that you cannot attend.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO UNITED STATES POSTAGE.
By Order of the Board of Directors,
Walter Flicker
Secretary
Dated: October 2, 1996
<PAGE>
RESMED INC.
_____________________
PROXY STATEMENT
_____________________
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 12, 1996
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of ResMed
Inc. (the "Company") for use at the Annual Meeting of Stockholders to be held
at 4.00 p.m. on Tuesday, November 12, 1996 at the KPMG Peat Marwick LLP Board
Room, 750 B Street, Suite 3000, 30th Floor, San Diego, California (the
"meeting") for the following purposes:
1. To elect two directors, each to serve for a three year term;
2. To ratify the selection of auditors to examine the consolidated
financial statements of the Company for the fiscal year ending June 30, 1997;
and
3. To transact such other business as may properly come before the
meeting.
The enclosed proxy may be revoked at any time before its exercise by giving
notice of revocation to the Secretary of the Company. The shares represented
by proxies in the form solicited by the Board of Directors received by the
Company prior to or at the Annual Meeting will be voted at the Annual Meeting.
If a choice is specified on the proxy with respect to a matter to be voted
upon, the shares represented by the proxy will be voted in accordance with
that specification. If no choice is specified, the shares will be voted as
stated below in this Proxy Statement.
It is expected that this Proxy Statement and the accompanying form of proxy
will first be mailed to stockholders of the Company on or about October 11,
1996. The Company's Annual Report to Stockholders for 1996 is enclosed with
this Proxy Statement but does not form a part of the proxy soliciting
material. In addition, the Company's Annual Report to the Securities and
Exchange Commission on Form 10K is available from the Secretary of the
Company. The cost of soliciting proxies will be borne by the Company.
Following the original mailing of the proxy soliciting material, regular
employees of the Company may solicit proxies by mail, telephone, telecopy and
personal interview. The Company may also request brokerage firms and other
nominees or fiduciaries to forward copies of the proxy soliciting material and
the 1996 Annual Report to beneficial owners of the stock held in their names,
and the Company will reimburse them for reasonable out-of-pocket expenses
incurred in doing so.
VOTING SECURITIES AND VOTING RIGHTS
Holders of the Company's Common Stock of record as of the close of business on
September 27, 1996 (the "record date") are entitled to receive notice of and
to vote at the meeting. At the record date, the Company had outstanding
7,183,330 shares of Common Stock, the holders of which are entitled to one
vote per share.
<PAGE>
In order to constitute a quorum for the conduct of business at the Meeting, a
majority of the outstanding shares of the Company entitled to vote at the
Meeting must be represented at the Meeting. Shares represented by proxies
that reflect abstentions or "broker non-votes" (i.e. shares held by a broker
or nominee which are represented at the meeting, but with respect to which
such broker or nominee is not empowered to vote on a particular proposal) will
be counted as shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of Common Stock which,
according to the records of the Company are beneficially owned by (i) each
director of the Company, (ii) the Chief Executive Officer, (iii) each of the
named officers as defined on page 5, (iv) each beneficial holder of more than
five percent of the outstanding common stock and (v) by all directors,
nominees and executive officers of the Company as a group, as of the record
date. Except as set forth below, management of the Company does not know of
any other person who beneficially owned, as of the record date, more than five
percent of the outstanding shares of the Company's Common Stock. As used
herein, "beneficial ownership" means the sole or shared power to vote, or to
direct the voting of, a security, or the sole or shared investment power with
respect to a security (i.e. the power to dispose of, or to direct the
disposition of, a security). A person is deemed, as of any date, to have
"beneficial ownership" of any security that the person has the right to
acquire within 60 days after that date.
<TABLE>
<CAPTION>
<S> <C> <C>
Amount and
Nature of
Beneficial Percent of
Name of Beneficial Owner Ownership Class
Invesco Funds Group, Inc. 620,800(1) 8.6%
7800 East Union Avenue
Denver CO 80237
Columbia Special Fund Inc. 600,000(2) 8.4%
1301 SW Fifth Avenue
PO Box 1350
Portland, OR 97207
Peter C Farrell 511,440(3) 7.1%
c/- ResMed Inc.
5744 Pacific Center Boulevard
Suite 311
San Diego CA 92121
Christopher G Roberts 121,000(4) 1.7%
Michael A Quinn 17,167(5) 0.2%
Gary W Pace 49,500(6) 0.7%
Donagh McCarthy 5,500(7) 0.1%
Norman W DeWitt 22,917(8) 0.3%
Victor Yerbury 4,167(9) 0.1%
All executive officers and directors as a group (15 persons) 897,990(10) 12.5%
<FN>
(1) Based on CDA Spectrum Report 6/30/96 and Schedule 13G filed by INVESCO PLC,
INVESCO North American Group, Ltd, INVESCO North American Holdings, Inc., INVESCO,
Inc. and INVESCO Financial Group, Inc. have shared voting and dispositive power over
these shares.
<PAGE>
(2) Based on CDA Spectrum Report 6/30/96 and a Schedule 13G filed by Columbia
Funds Management Company (CFMC), CFMC has shared dispositive power over these shares
but disclaims beneficial ownership.
(3) Does not include 10,500 shares of Common Stock which may be acquired upon the
exercise of options granted under the 1995 Option Plan which are not exercisable
within 60 days of September 27, 1996.
(4) Includes 6,250 shares held by his wife and 113,750 shares held of record by
Cabbit Pty Ltd, an Australian corporation controlled by Dr Roberts and his wife. Does
not include 6,000 shares of common stock which may be acquired upon the exercise of
options granted under the 1995 option plan which are not exercisable within 60 days of
September 27, 1996.
(5) Does not include 6,833 shares of common stock which may be acquired upon the
exercise of options granted under the 1995 Option Plan which are not exercisable
within 60 days of September 27, 1996.
(6) Does not include 6,833 shares of common stock which may be acquired upon the
exercise of options granted under the 1995 Option Plan which are not exercisable
within 60 days of September 27, 1996.
(7) Does not include 8,500 shares of common stock which may be acquired upon the
exercise of options granted under the 1995 Option Plan which are not exercisable
within 60 days of September 27, 1996.
(8) Does not include 6,833 shares of common stock which may be acquired upon the
exercise of options granted under the 1995 Option Plan which are not exercisable
within 60 days of September 27, 1996.
(9) Does not include 11,333 shares of common stock which may be acquired upon the
exercise of options granted under the 1995 Option Plan which are not exercisable
within 60 days of September 27, 1996.
(10) Does not include, in addition to the shares described in notes 1 through 5
above, 50,800 shares which may be acquired upon the exercise by executive officers not
named in the table of options granted under the 1995 Option Plan which are not
exercisable within 60 days of September 27, 1996.
</TABLE>
The information presented is based upon the knowledge of management and, in
the case of the named individuals, upon information furnished by them.
<PAGE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
The executive officers of the Company, as at September 27, 1996, are:
<S> <C> <C>
Name Age Position
Peter C Farrell 54 President and Chief Executive Officer
Christopher G Roberts 42 Executive Vice President
Walter Flicker 41 Vice President, Corporate Development and Secretary
Michael Berthon-Jones 44 Vice President, Clinical Research
David M D'Cruz 38 Vice President, Quality Assurance
Michael D Hallett 38 Vice President, Technology and New Business
William A Nicklin 44 Vice President, Manufacturing
Adrian M Smith 32 Vice President, Finance
Norman W DeWitt 47 Vice President U.S Operations
Jonathan C Wright 46 Vice President, Marketing
Victor Yerbury 56 Vice President, Operations ResMed Limited
Mark Abourizk 39 General Counsel
</TABLE>
For a description of the business background of Messrs Farrell and Roberts,
see "Matters to be Acted Upon-Election of Directors".
Mr Flicker has been Vice President, Corporate Development since February 1995.
From December 1989 until February 1995 he served as Vice President, Finance
of the Company and has served as Secretary of the Company since August 1990.
From July 1989 to November 1989, he was an engineering consultant with
Bio-Agrix Pty Ltd., a biomedical engineering consulting company. From July
1988 to June 1989, Mr Flicker served as Business Development Manager at Baxter
Center for Medical Research Pty Ltd, a subsidiary of Baxter International,
Inc. From July 1984 to July 1988, Mr Flicker served as Executive Director of
the Medical Engineering Research Association, an Australian biomedical
industry association. Mr Flicker holds a B.E. with Honors in mechanical
engineering and a M.E. in biomedical engineering from the University of New
South Wales.
Dr Berthon-Jones has been Vice President, Clinical Research of the Company
since July 1994. From July 1988 to June 1994, he was a research scientist at
the David Read Laboratory at the University of Sydney. During 1988, Dr
Berthon-Jones was a self-employed software consultant. From July 1985 until
June 1988, he was a senior research officer at the University of Sydney
Department of Physiology. Dr Berthon-Jones holds a M.D. and Ph.D from the
University of Sydney.
Mr D'Cruz has been Vice President, Quality Assurance from September 1996.
From May 1994 until September 1996 he served as Director of Quality Assurance
of the Company. From March 1990 to April 1994 he worked in the Company's
Electronic Product Development department. From January 1989 to February 1990
he was employed at Royal Prince Alfred Hospital to research the effects of
surgery on the Vestibular Occular Reflex. From April 1979 to February 1988 he
was employed at Digital Equipment Corporation as a hardware/software engineer.
Mr D'Cruz holds a B.E.(Electronics) from Curtin University, Western Australia
and a Master of Biomedical Engineering from the University of New South Wales.
Dr Hallett has been Vice President, Technology and New Business from January
1996 and was previously Vice President European Operations from January 1993.
From July 1989 to December 1992, he was a Baxter Visiting Research
Fellow-Biomedical Engineering at the University of New South Wales. From
October 1986 to June 1989, Dr Hallett was a research engineer at the Baxter
Center for Medical Research, Sydney, Australia. From March 1985 to October
1986, he was a technical support marketing executive at Terumo Corporation, a
manufacturer of medical electronics and cardiopulmonary bypass equipment. Dr
Hallett received a B.E. in Chemical and Materials Engineering from the
University of Auckland, and a Masters and Ph.D. in Biomedical Engineering from
the University of New South Wales.
<PAGE>
Mr Nicklin has been Vice President, Manufacturing of the Company since January
1990. From October 1987 to November 1989, he served as the Manufacturing
Director of Valuca Pty Ltd, a manufacturer of small electrical appliances.
From November 1989 to January 1990, Mr Nicklin was a consultant to Hanimex, a
manufacturer of photographic products. From November 1978 to October 1986, Mr
Nicklin held various positions, including General Manager, Manufacturing, at
Hanimex. Mr Nicklin holds a certificate in mechanical engineering.
Mr Smith has been Vice President, Finance since February 1995. From January
1986 through January 1995, Mr Smith was employed by Price Waterhouse
specializing in the auditing of listed public companies in the medical and
scientific field. Mr Smith holds a B.Ec. from Macquarie University and is a
certified chartered accountant.
Mr DeWitt has been Vice President, US Operations since October 1994. From
November 1990 to September 1994, he was an attorney in private practice in
Minneapolis, Minnesota, most recently affiliated with the financial management
advisory firm of Steven, Foster & Co., Inc. and as a consultant to the
Company. Prior thereto, Mr DeWitt held positions both as an attorney and
senior manager with Westlun Companies, Inc., a real estate construction firm,
from March 1988 to October 1990. Mr DeWitt holds a B.A. from Amherst College,
a J.D. from the University of Minnesota Law School and a L.L.M. from William
Mitchell College of Law.
Dr Wright has been Vice President, Marketing of the Company since June 1994.
From October 1991 to May 1994, he was New Business Development Manager at
Johnson and Johnson Medical Pty Ltd, a subsidiary of Johnson and Johnson, Inc.
From September 1988 to September 1991, Dr Wright was a Project Manager at
Sirotech Ltd, a technology transfer company. From May 1987, Dr Wright was a
Senior Project Leader at Vaso Products, a subsidiary of Bellara Medical
Products Ltd, Australia, a manufacturer of vascular devices. Dr Wright
received a B.Sc. degree from the University of NSW, a Ph.D. from the
University of Sydney, and a Graduate Diploma (Marketing) from the University
of Technology, Sydney.
Mr Yerbury joined the Company as Vice President Product Development in July
1995. From July 1994 he was employed as a management consultant specializing
in technology development. Since May 1991 Mr Yerbury served as Divisional
General Manager of British Aerospace Australia in charge of contract
management and radio tracking systems. From February 1988 to April 1991 Mr
Yerbury was the General Manager of Lend Lease Technology, part of the
Australian Lend Lease Corporation, responsible for development and
commercialization of remote radio based tracking systems and radio data
networks. Mr Yerbury received a degree in Chemical Engineering from the
University College London.
Mr Abourizk joined the Company as General Counsel in July 1995. From June
1993 to June 1995 Mr Abourizk managed the Sydney office of Francis Abourizk
Lightowlers a legal partnership specializing in intellectual property matters.
From March 1989 to May 1993 Mr Abourizk was Deputy Manager of Sirotech Legal
Group a technology transfer company. During the period from March 1986 to
February 1989 Mr Abourizk became a Senior Associate in the Intellectual
Property Group of an Australian national law firm Corrs Pavey Whiting & Byrne.
Mr Abourizk received B.Sc. (Hons) and LL.B. degree from Monash University and
Graduate Diploma in Intellectual Property from University of Melbourne. Mr
Abourizk is admitted to practice before the High Court of Australia, the
Supreme Court of Victoria (Barrister and Solicitor) and the Supreme Court of
New South Wales (Solicitor).
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation paid to the
Chief Executive Officer of the Company and the other executive officers of the
Company whose compensation exceeded $100,000 (the "Named Officers") for
services rendered in all capacities to the Company and its subsidiaries during
the fiscal years ending June 30, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Awards
Annual Compensation Payouts
<S> <C> <C> <C> <C> <C>
Securities All Other
Underlying Compensation
Name and Principal Position Year Salary ($) Bonus ($) Options (#) ($) (1)
Peter C Farrell 1996 191,505 61,804 7,500 5,362
President and Chief 1995 130,253 58,950 4,500 7,164
Chief Executive Officer 1994 139,091 54,807 97,500 5,709
Christopher G Roberts 1996 43,418 37,978 4,000 88,444
Executive Vice President 1995 32,451 37,662 3,000 84,850
1994 48,630 35,015 85,500 49,824
Norman W DeWitt 1996 95,000 17,569 3,500 2,944
Vice President, US Operations(2)
Victor Yerbury 1996 98,265 - 3,000 5,405
Vice President, Operations ResMed Limited (2)
<FN>
(1) These include pension plan payments made in lieu of salary.
(2) Compensation for Messrs DeWitt and Yerbury for fiscal years ending June 30, 1995 and 1994
did not exceed $100,000
</TABLE>
STOCK OPTIONS
The following table sets forth information concerning stock option grants made
to the Named Officers during the fiscal year ended June 30, 1996 and certain
information concerning all options exercised and held by such persons.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Securities Options Potential Realizable Value
Underlying Granted to at Assumed Annual Rates
Options Employees Exercise or of Stock Price
Granted in Fiscal Base Price Appreciation for Option
Name (#)(1) Year ($/Sh) Expiration Date Term (2)
5% 10%
<S> <C> <C> <C> <C> <C> <C>
Peter C Farrell 7,500 2.8% $16.34 June 26, 2005 $66,809 $178,973
Norman W DeWitt 3,500 1.3% 16.34 June 26, 2005 31,178 83,521
Christopher G Roberts 4,000 1.5% 16.34 June 26, 2005 35,631 95,452
Victor Yerbury 3,000 1.1% 16.34 June 26, 2005 26,724 71,589
<FN>
(1) Options granted under the Company's 1995 Stock Option Plan (the
"Plan") are exercisable starting 12 months after the grant date, with 33% of
the shares covered thereby becoming exercisable at that time and an additional
33% of the option shares becoming exercisable on each successive anniversary
date, with all option shares exercisable beginning on the third
<PAGE>
anniversary date. Under the terms of the Plan, this exercise schedule may be
accelerated in certain specific situations.
(2) Assumed annual rates of stock appreciation for illustrative purposes
only. Actual stock prices will vary from time to time based upon market
factors and the Company's financial performance. No assurance can be given
that such rates will be achieved.
</TABLE>
The following table sets forth information concerning the stock option
exercises by the Named Officers during the fiscal year ended June 30, 1996 and
the unexercised stock options held at June 30, 1996 by the named officers.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year FY-End Option Values
Shares Number of Unexercised Value of Unexercised In-the-
Acquired on Value Options at FY-End (#) Money Options at FY-End
Name Exercise (#) Realized (1) Exercisable Unexercisable Exercisable (2) / Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Peter C Farrell - - 1,500 7,800 6,750 $13,500
Christopher G Roberts - - 1,000 6,000 4,500 $ 4,500
Norman W DeWitt 17,500 52,380 1,677 6,833 7,502 $14,999
Victor Yerbury - - 4,167 11,333 18,752 $37,503
<FN>
(1) Represents the amount by which the closing sales price of the
Company's common stock on the NASDAQ Stock Market at the exercise date
multiplied times the number of shares acquired on exercise exceeded the
exercise price of the shares acquired on exercise.
(2) Represents the amount by which the closing sales price of the
Company's common stock on the NASDAQ Stock Market on June 30, 1996 ($15.50 per
share) multiplied times the number of shares to which the options apply
exceeded the exercise price of such options.
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
INTRODUCTION
Decisions regarding compensation of the Company's executives generally are
made based on recommendations by the Compensation Committee, which is composed
of two independent outside directors. The Compensation Committee decisions on
compensation of the Company's executive officers are reviewed and approved by
the full Board. Set forth below is a report submitted by Messrs Donagh
McCarthy and Michael A Quinn in their capacity as members of the Board's
Compensation Committee addressing the Company's compensation policies for
fiscal year 1996 as they affected executive officers of the Company, including
the Named Officers.
GENERAL PHILOSOPHY
The Compensation Committee reviews and determines salaries, bonuses and all
other elements of the compensation packages offered to the executive officers
of the Company, including its Chief Executive Officer, and establishes the
general compensation policies of the Company.
The Company desires to attract, motivate and retain high quality employees who
will enable the Company to achieve its short and long term strategic goals and
values. The Company participates in a high-growth environment where
substantial competition exists for skilled employees. The ability of the
Company to attract, motivate and retain high caliber individuals is dependent
in large part upon the compensation packages it offers.
<PAGE>
The Company believes that its executive compensation programs should reflect
the Company's financial and operating performance. In addition, individual
contribution to the Company's success should be supported and rewarded.
The 1993 Omnibus Budget Reconciliation Act ("OBRA") became law in August 1993.
Under the law, income tax deductions of publicly-traded companies in tax
years beginning on or after January 1, 1994 may be limited to the extent total
compensation (including base salary, annual bonus, stock option exercises, and
non-qualified benefits) for certain executive officers exceeds $1 million
(less the amount of any "excess parachute-payments" as defined in Section 280G
of the Code) in any one year. Under OBRA, the deduction limit does not apply
to payments which qualify as "performance-based". To qualify as
"performance-based," compensation payments must be based solely upon the
achievement of objective performance goals and made under a plan that is
administered by a committee of outside directors. In addition, the material
terms of the plan must be disclosed to and approved by shareholders, and the
compensation committee must certify that the performance goals were achieved
before payments can be made.
The Committee intends to design the Company's compensation programs to conform
with the OBRA legislation and related regulations so that total compensation
paid to any employee will not exceed $1 million in any one year, except for
compensation payments which qualify as "performance-based." The Company may,
however, pay compensation which is not deductible in limited circumstances
when sound management of the Company so requires.
The Company's executive and key employee compensation program consists of a
base salary component, a component providing the potential for an annual
profit sharing bonus based on overall Company performance and a component
providing the opportunity to earn stock options linking the employee's
long-term financial success to that of the stockholders.
COMPENSATION
Base Salary
Officers are compensated with salary ranges that are generally based on
similar positions in companies of comparable size and complexity to the
Company. In addition, the Company utilizes industry compensation surveys in
determining compensation. The primary level of compensation is based on a
combination of years of experience and performance. The salary of all
officers is reviewed annually in June with the amount of the increases (which
take effect the following July) based on factors such as Company performance,
general economic conditions, marketplace compensation trends and individual
performance.
In fiscal year 1996 the Board approved a salary increase for Dr Farrell of
34%, reflecting his transfer to the United States, a salary increase of 3.5%,
for Dr Roberts and 7% salary increase for Mr DeWitt. Mr Yerbury joined the
Company during July 1995 and as such, no salary adjustment arose during fiscal
1996.
Profit Sharing Bonus
The second compensation component is a profit sharing program under the
Company's Profit Sharing Bonus Plan. Bonuses are primarily based on the
Company's annual financial performance and secondarily on the performance of
the individual. Bonuses generally range from zero to 60% of base
<PAGE>
salary. The measures of annual financial performance used in determining the
amount of bonuses include sales growth and earnings growth.
Stock Options
The third major component of the officer's compensation consists of stock
options. The primary purpose of granting stock options is to link the
officers' financial success to that of the stockholders of the Company. The
exercise price of stock options is determined by the Compensation Committee at
the time the option is granted, but generally may not be less than the
prevailing market price of the Company's Common Stock as of the date of grant.
Options become exercisable commencing a minimum of twelve months from the
date of grant and are exercisable for a maximum period of 10 years, as
determined by the Compensation Committee.
The Compensation Committee approved the award of stock options to 195 of the
Company's employees during fiscal year 1996 including each of the Named
Officers. See the Option Grants in Last Fiscal Year Table for information
regarding options granted to the executive officers named in the Summary
Compensation Table.
CEO COMPENSATION
The compensation of Dr Farrell is based upon the performance of the Company
and the important role Dr Farrell plays within the Company as its founder,
President and Chief Executive Officer, as a member of the Boards of the
Company's principal subsidiaries and as an active participant in new product
and corporate development.
Compensation Committee of the Company's Board of Directors:
Donagh McCarthy (Chairman)
Michael A Quinn
Dated: September 27, 1996
The above report of the Compensation Committee will not be deemed to be
incorporated by reference to any filing by the Company under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the extent that
the Company specifically incorporates the same by reference.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Securities and Exchange Commission's rules relating to the disclosure of
executive compensation require that the proxy statement include certain
information about "insider" participation on compensation committees and about
specific kinds of "interlocking" relationships between the compensation
committees of different companies, under the foregoing caption.
The Compensation Committee of the Board of Directors is responsible for
executive compensation decisions as described above under "Board of Directors
and Committees of the Board". During fiscal year 1995, the committee
consisted of Mr Donagh McCarthy (Chairman) and Mr Michael A Quinn. Dr Farrell
did not participate in discussions or decisions regarding his compensation
package.
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative stockholder return on
the Company's Common Stock against the cumulative total return of the NASDAQ
United States and Foreign Index and the Standard & Poors Medical Products and
Supplies Index for the period commencing June 2, 1995 (the date the Company's
Common Stock commenced trading on the NASDAQ National Market System) through
June 30, 1996 and June 30, 1995 assuming an investment of $100 on June 2,
1996.
[GRAPHIC OMITED]
<TABLE>
<CAPTION>
<S> <C> <C> <C>
June 2, 1995 June 30, 1995 June 30, 1996
------------- -------------- --------------
ResMed Inc. $ 100.00 $ 109.09 $ 140.91
NASDAQ US & Foreign $ 100.00 $ 109.67 $ 139.91
Standard & Poors Medical
Products and Supplies $ 100.00 $ 105.19 $ 136.63
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the
Securities and Exchange Commission (the "Commission") and the National
Association of Securities Dealers National Market System initial reports of
ownership and reports of change in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than ten-percent
shareholders are required by Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Each of Messrs Berthon-Jones, DeWitt, Farrell, Flicker, Hallett, McCarthy,
Nicklin, Pace, Quinn, Roberts, Smith and Wright filed Form 3s (which were due
in connection with the initial public offering of the Company's common stock)
late and included on a subsequent Form 5 reports of option grants on June 1,
1995 which should have been reported on their initial Form 3 and reports of
option grants on June 27, 1996 which should have been reported on Form 4. In
addition to the foregoing late filings, Mr DeWitt filed an amended Form 3 (to
correct certain errors in his original Form 3 filing) late, Mr Flicker filed a
Form 4 (related to a certain sale of stock) late and Mr McCarthy filed a Form
4 (to correct errors in his original Form 3 filing) late. Messrs Abourizk and
Yerbury filed a Form 3 (following their
<PAGE>
commencement as an officer) late and included on a subsequent Form 5, reports
of option grants on June 27, 1996 which should have been reported on Form 4.
MATTERS TO BE ACTED UPON
1. Election of Directors
The Board of Directors, acting pursuant to the bylaws of the Company, has
determined that the number of directors constituting the full Board of
Directors shall be five at the present time.
The Board is divided into three classes. One such class is elected every
year at the Annual Meeting of Stockholders for a term of three years. The
class of directors whose term expires in 1996 has two members, Dr Christopher
G Roberts and Mr Donagh McCarthy. Accordingly, two directors are to be
elected at the 1996 Annual Meeting of Stockholders, who will hold office until
the 1999 Annual Meeting of Stockholders or until the director's prior death,
disability, resignation or removal.
The Board of Directors has nominated Dr Christopher G Roberts and Mr
Donagh McCarthy for re-election as directors. Proxies are solicited in favor
of these nominees and will be voted for them unless otherwise specified. If
either Dr Roberts or Mr McCarthy become unable or unwilling to serve as
director, it is intended that the proxies will be voted for the election of
such other person, if any, as shall be designated by the Board of Directors.
Information concerning the nominees for directors and the other directors
who will continue in office after the Annual Meeting is set forth below.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position with the Company
Peter C. Farrell(1) 54 President, Chief Executive Officer and Chairman of the Board of Directors.
Christopher G. Roberts (2) 42 Executive Vice President and Director
Donagh McCarthy (2)(3) 49 Director
Gary W Pace (1) 48 Director
Michael A. Quinn (3)(4) 49 Director
<FN>
(1) Term expires 1997
(2) Term expires 1996
(3) Member of Audit Committee and the Stock Option and Compensation Committee
(4) Term expires 1998
</TABLE>
Dr Farrell has been President and a director of the Company since its
inception in June 1989 and Chief Executive Officer since July 1990. From July
1984 to June 1989, Dr Farrell served as Vice President, Research and
Development at various subsidiaries of Baxter International, Inc. ("Baxter")
and from August 1985 to June 1989, he also served as Managing Director of the
Baxter Center for Medical Research Pty Ltd., a subsidiary of Baxter. From
January 1978 to December 1989, he was Foundation Director of the Center for
Biomedical Engineering at the University of New South Wales where he currently
serves as a Visiting Professor. Dr Farrell, from 1992 to 1996, was a director
of F.H. Faulding & Co. Limited, a pharmaceutical company based in South
Australia with annual revenues over $1 billion. He holds a B.E. in chemical
engineering with Honors from the University of Sydney, an S.M. in chemical
engineering from the Massachusetts Institute of Technology, a Ph.D. in
chemical engineering and bioengineering from the University of Washington,
Seattle and a D.Sc. from the University of New South Wales.
<PAGE>
Dr Roberts joined the Company in August 1992 as Executive Vice President.
He has been director of the Company since September 1992. He also served as
a director of the Company from August 1989 to November 1990. From February
1989 to June 1992, Dr Roberts served in various positions. most recently as
Vice President-Clinical and Regulatory Affairs, with medical device
subsidiaries of Pacific Dunlop Limited, a large multinational manufacturing
company. From January 1984 to December 1988, he served as President of BGS
Medical Corporation, a medical device company which was acquired in September
1987 by Electro Biology Inc. ("EBI"), at which time he became Vice
President-Clinical and Regulatory Affairs of EBI. Dr Roberts holds a B.E. in
chemical engineering with Honors from the University of New South Wales, a
M.B.A from Macquarie University and a Ph.D. in biomedical engineering from the
University of New South Wales.
Mr McCarthy has been a director of the Company since November 1994.
Since June 1993 he has been the President of the North America Renal Division
of Baxter. Mr McCarthy has held various positions at Baxter since 1982,
including that of Vice President-Global Marketing, Strategy and Product
Development. Mr McCarthy received a B.Sc. in Engineering from the National
University of Ireland and a M.B.A. from the Wharton School, University of
Pennsylvania.
Dr Pace has been a director of the Company since July 1994. Dr Pace is
President and Chief Executive Officer of Research Triangle Pharmaceutical
Inc., a start-up company exploring opportunities in pharmaceuticals, since
November 1994. From January 1993 to September 1994, he was the founding
President and Chief Executive Officer of Free Radical Sciences Inc., a
start-up pharmaceutical company and is currently a member of its Scientific
Advisory Board. From September 1989 to January 1993, he was Senior Vice
President of Clintec International, Inc., a Baxter/Nestle joint venture and
manufacturer of clinical nutritional products. Dr Pace holds a B.Sc. with
Honors from the University of New South Wales and a Ph.D. from the
Massachusetts Institute of Technology.
Mr Quinn, a director of the Company since September 1992, has been a
management and financial consultant since February 1992. From July 1988 to
January 1992, he served as Executive Chairman of Phoenix Scientific Industries
Limited, a manufacturer of health care and scientific products. From July
1983 to June 1988. Mr Quinn was Managing Director and Company Secretary at
Memtec Limited, an industrial membrane filtration company ("Memtec"). He
currently is a director of Memtec and Heggies Bulkhaul Limited. Mr Quinn
holds a B.Sc. in physics and applied mathematics and a Bachelor of Economics
from the University of Western Australia and a M.B.A. from Harvard University.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has two committees to assist in the management of the
affairs of the Company the Stock Option and Compensation Committee and the
Audit Committee.
Stock Option and Compensation Committee. The Stock Option and Compensation
Committee (the "Compensation Committee") currently consists of Messrs Donagh
McCarthy (Chairman) and Michael A Quinn. The Compensation Committee
administers Company's 1995 Stock Option Plan and has the authority to grant
options thereunder. The Compensation Committee also makes recommendations
regarding the compensation payable, including compensation under the Company's
bonus plan, to the senior executive officers of the Company.
<PAGE>
Audit Committee. The Audit Committee currently consists of Messrs Michael A
Quinn (Chairman), and Donagh McCarthy. This committee assists the Board in
fulfilling its functions relating to corporate accounting and reporting
practices and financial and accounting controls.
The Compensation Committee met once during fiscal year 1996 and the Audit
Committee met four times during fiscal year 1996. These committees also met
informally by telephone during the fiscal year as the need arose. The Board
of Directors held six meetings during fiscal year 1996.
Each director who is not an employee of the Company received an annual fee of
$7,500 for his service as a director during fiscal 1996 and will receive
$10,000 in fiscal 1997. In addition, each director is reimbursed for his
travel expenses for attendance at all such meetings. Directors of the Company
who are not employees also hold and receive stock options under the Company's
1995 Stock Option Plan.
Medical Advisory Committee
In addition the Company has an independent Medical Advisory Committee. The
Medical Advisory Committee comprises leading physicians in sleep medicine who
advise the board with respect to reviewing the Company's current and proposed
product lines from a medical perspective.
2. Ratification of Selection of Auditors
The Board of Directors, following the recommendation of the Audit
Committee, has selected the independent public accounting firm of KPMG Peat
Marwick LLP as the auditors to examine the consolidated financial statements
of the Company for fiscal year 1997. The proxies solicited on behalf of the
Board of Directors will be voted to ratify selection of that firm unless
otherwise specified.
KPMG Peat Marwick LLP has served as the independent auditors for the
Company since 1994. Representatives of KPMG Peat Marwick LLP are expected to
be present at the Annual Meeting of Stockholders. They will have the
opportunity to make statements if they desire to do so and will be available
to respond to appropriate questions.
Prior to October 1994, Price Waterhouse served as the Company's
independent accountants. Price Waterhouse advised the Company that, as a
result of having performed valuation services in connection with a proposed
transaction, they could no longer be deemed independent for the purposes of
auditing the Company's financial statements and issuing a report thereon for
the fiscal year ended June 30, 1994. In November 1994, the Company's Board of
Directors retained KPMG Peat Marwick LLP to serve as the Company's independent
auditors. The Company had no disagreements with Price Waterhouse on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures.
3. Other Business
The Board of Directors does not know of any other business to be
presented to the Annual Meeting of Stockholders. If any other matters properly
come before the meeting, however, the persons named in the enclosed form of
proxy will vote the proxy in accordance with their best judgment.
<PAGE>
VOTE REQUIRED
Under Delaware law, the nominees for election as directors at the Annual
Meeting of Stockholders who receive the greatest number of votes cast by the
holders of the Company's Common Stock present in person or represented by
proxy and entitled to vote at the meeting, a quorum being present, will be
elected as directors. Under Delaware law, the affirmative vote of the holders
of a majority of the shares of the Company's Common Stock present in person or
represented by proxy and entitled to vote at the Annual Meeting of
Stockholders, a quorum being present, is necessary for the ratification of the
selection of KPMG Peat Marwick LLP. The aggregate number of shares for which
a vote "For", "Against" or "Abstain" is made is counted for the purpose of
determining the minimum number of affirmative votes required for ratification
of the selection, and the total number of votes cast "For" ratification of the
selection is counted for the purpose of determining whether sufficient votes
are received. An abstention from voting on a matter other than election of
directors by a stockholder present in person or represented by proxy and
entitled to vote has the same legal effect as a vote "Against" the matter.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
If any stockholder wishes to present a proposal at the 1997 Annual Meeting of
Stockholders, the proposal must be received by the Secretary of the Company by
May 12, 1997 to be considered for inclusion in the Company's Proxy Statement
and form of proxy relating to the 1997 Annual Meeting. The 1997 Annual
Meeting is presently scheduled for November 10, 1997.
By Order of the Board of Directors
Walter Flicker
Secretary
Dated: October 2, 1996
<PAGE>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTOR OF
RESMED INC.
PROXY FOR 1996 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 12, 1996
The undersigned stockholder of ResMed Inc., a Delaware corporation, hereby
appoints each of Norman W DeWitt and Walter Flicker, with full power to act
without the other and to appoint his substitute, as Proxy and attorney-in-fact
and hereby authorizes the Proxy to represent and to vote, as designated on the
reverse side, all the shares of voting stock of ResMed Inc., held of record by
the undersigned on September 27, 1996, at the 1996 Annual Meeting of
Shareholders to be held on November 12, 1996, or any adjournment or
postponement thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If this proxy is executed and no
direction is made, this proxy will be voted "FOR" both nominees listed under
proposal 1, "FOR" proposal 2 and as the Proxy deems advisable on such other
matters as may properly come before the meeting.
A majority of the proxies or substitutes who shall be present and shall act at
said meeting or any adjournment or adjournments thereof (or if only one shall
be present and act, then that one) shall have and may exercise all of the
powers of said proxies hereunder.
PLEASE COMPLETE, DATE, SIGN AND RETURN
IN THE ENCLOSED ENVELOPE
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
[ X ] Please mark your votes as
in this example
FOR all WITHHOLDING AUTHORITY
nominees for all nominees
1. Election of [ ] [ ]
Directors
Nominees Dr Christopher G Roberts
Mr Donagh McCarthy
FOR AGAINST ABSTAIN
2. Ratification of KPMG Peat Marwick LLP [ ] [ ] [ ]
as the auditors to examine the financial
statements of the Company for fiscal
year 1997.
The undersigned acknowledge receipt of
the Notion of Meeting and Proxy
Statement dated October 2, 1996 and
the 1996 Annual Report of the Company
SIGNATURE(S): _______________________ DATE: ________________
SIGNATURE(S):_______________________ DATE: ____________________
