SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1) of

the Securities Exchange Act of 1934

 

 

RESPIRONICS, INC.
(Name of Subject Company (Issuer))

 

MOONLIGHT MERGER SUB, INC.
a wholly owned subsidiary of

 

PHILIPS HOLDING USA INC.
a wholly owned subsidiary of

 

KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Names of Filing Persons (Offerors))

 

Common Stock, par value $0.01 per share,
and associated common stock acquisition rights
(Title of Class of Securities)

 

761230101
(CUSIP Number of Class of Securities)

 

Joseph E. Innamorati, Esq.
Moonlight Merger Sub, Inc.
1251 Avenue of the Americas
20^th Floor
New York, NY 10020-1104
(212) 536-0641
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

With a copy to:
Neil T. Anderson
Matthew G. Hurd
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000

 

CALCULATION OF FILING FEE

 

 

 

Amount Previously Paid:  ­ ­		Filing Party: ­ ­
Form or Registration No.: ­ ­		Date Filed:  ­ ­

 

 

 

This Tender Offer Statement on Schedule TO (this “Statement”) relates to the offer by Moonlight Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of Philips Holding USA Inc., a Delaware corporation (“Parent”) and a direct wholly owned subsidiary of Koninklijke Philips Electronics N.V. (“Royal Philips”), to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Respironics, Inc., a Delaware corporation (the “Company”), including the associated common stock acquisition rights (such rights, together with such shares of the Company’s common stock, the “Shares”) issued pursuant to the Rights Agreement, dated June 28, 1996, between the Company and Mellon Investor Services LLC, as amended, for a price per Share of $66.00 net to the seller in cash, without interest and subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated January 3, 2008 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related letter of transmittal and instructions thereto, a copy of which is attached hereto as Exhibit (a)(1)(B), as each may be amended, supplemented or otherwise modified from time to time. This Schedule TO is being filed on behalf of Purchaser.

 

Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to Items 1 through 11 of this Statement and is supplemented by the information specifically provided herein.

 

 

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

 

 

(a) The subject company and issuer of the securities subject to the offer is Respironics, Inc., a Delaware corporation. Its principal executive office is located at 1010 Murry Ridge Lane, Murrysville, PA 15668-8525 and its telephone number is (724) 387-5200. The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning the Company” is incorporated herein by reference.

 

(b) The information set forth in the introduction to the Offer to Purchase (the “Introduction”) is incorporated herein by reference.

 

(c) The information set forth in the section of the Offer to Purchase entitled “Price Range of Shares; Dividends” is incorporated herein by reference.

 

 

(a), (b) and (c) The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning Parent and Purchaser” and in Schedule A to the Offer to Purchase is incorporated herein by reference.

 

 

(a)(1)(i)-(viii), (x) and (xii) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Terms of the Offer,” “Acceptance for Payment and Payment for the Shares,” “Procedure for Tendering the Shares,” “Withdrawal Rights,” “Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger,” “Effect of the Offer on the Market for the Shares; Margin Regulation; Exchange Act Registration” and “Certain Conditions to the Offer” is incorporated herein by reference.

 

(a)(1)(ix) and (xi) Not applicable.

 

(a)(2)(i)-(v) and (vii) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Terms of the Offer,” “Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger,” “Background of the Offer; Past Contacts, Negotiations and Transactions,” “Purpose of the Offer and Plans for the Company; the Merger Agreement; Other Agreements” and “Adjustments to Prevent Dilution” is incorporated herein by reference.

 

(a)(2)(vi) Not applicable.

 

(a) and (b) The information set forth in the section of the Offer to Purchase entitled “Background of the Offer; Past Contacts, Negotiations and Transactions” is incorporated herein by reference.

 

 

(a) and (c)(1)-(7) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Background of the Offer; Past Contacts, Negotiations and Transactions,” “Effect of the Offer on the Market for the Shares; Margin Regulation; Exchange Act Registration” and “Purpose of the Offer and Plans for the Company; the Merger Agreement; Other Agreements” is incorporated herein by reference.

 

 

(a), (b) and (d) The information set forth in the section of the Offer to Purchase entitled “Source and Amount of Funds” is incorporated herein by reference.

 

 

The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Certain Information Concerning Parent and Purchaser,” “Background of the Offer; Past Contacts, Negotiations and Transactions,” “Purpose of the Offer and Plans for the Company; the Merger Agreement; Other Agreements” and in Schedule A to the Offer to Purchase is incorporated herein by reference.

 

 

(a) The information set forth in the Introduction and in the section of the Offer to Purchase entitled “Fees and Expenses” is incorporated herein by reference.

 

 

Not applicable.

 

 

(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Background of the Offer; Past Contacts, Negotiations and Transactions” and “Purpose of the Offer and Plans for the Company; the Merger Agreement; Other Agreements” is incorporated herein by reference.

 

(a)(2) and (a)(3) The information set forth in the section of the Offer to Purchase entitled “Certain Legal Matters” and “Miscellaneous” is incorporated herein by reference.

 

(a)(4) The information set forth in the section of the Offer to Purchase entitled “Effect of the Offer on the Market for Shares; Margin Regulation; Exchange Act Registration” is incorporated herein by reference.

 

(a)(5) None.

 

(b) The information set forth in the Offer to Purchase is incorporated herein by reference.

 

 

 

 

Not applicable.

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

MOONLIGHT MERGER SUB, INC.

 

Name:     Joseph E. Innamorati

 

Dated:  January 3, 2008

EXHIBIT INDEX