SC TO-C

UNITED STATES
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
Moonlight Merger Sub, Inc.
1251 Avenue of the Americas
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 copies to:

Neil T. Anderson
Matthew G. Hurd
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000

CALCULATION OF FILING FEE



	Transaction Valuation			Amount of Filing Fee
	Not Applicable*			Not Applicable*


*		A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

o		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.

		Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.


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

þ		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

		Check the appropriate boxes below to designate any transactions to which the statement relates:

þ		third-party tender offer subject to Rule 14d-1.

o		issuer tender offer subject to Rule 13e-4.

o		going-private transaction subject to Rule 13e-3.

o		amendment to Schedule 13D under Rule 13d-2.

		Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Additional Information

The tender offer described in these written materials has not yet commenced, and these written materials are neither an offer to purchase nor a solicitation of an offer to sell the common stock of Respironics, Inc. (“Respironics”). Investors and security holders are urged to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer described in these written materials when they become available because they will contain important information. The tender offer statement will be filed by Moonlight Merger Sub, Inc., a fully-owned subsidiary of Philips Holding USA Inc., which is a fully-owned subsidiary of Koninklijke Philips Electronics N.V. (collectively “Philips”), with the Securities and Exchange commission (“SEC”) and the solicitation/recommendation statement will be filed by Respironics with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by Philips or Respironics with the SEC at the website maintained by the SEC at www.sec.gov. The tender offer statement and related materials, solicitation/recommendation statement, and such other documents may be obtained for free by directing such requests to Investor Relations of Respironics at 1010 Murry Ridge Lane, Murrysville, PA 15668.

THE FOLLOWING WRITTEN MATERIALS WERE MADE AVAILABLE ON THE WEBSITE OF
KONINKLIJKE PHILIPS ELECTRONICS N.V. ON DECEMBER 21, 2007.

Amsterdam December 21, 2007 Philips to acquire Respironics: A leading player in the respiratory market