SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______

Amendment No. 1
to
SCHEDULE 14D-9
(RULE 14d-101)
_______

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
_______

Respironics, Inc.
(Name of Subject Company)

Respironics, Inc.
(Names of Person(s) Filing Statement)

___________

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

761230101
(CUSIP Number of Class of Securities)

Steven P. Fulton
Vice President and General Counsel
1010 Murry Ridge Lane
Murrysville, Pennsylvania 15668
(724) 387-5200

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

 ___________

WITH COPIES TO:

Steven A. Rosenblum
Stephanie J. Seligman
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000

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

     This Amendment No. 1 to the Schedule 14D-9 (this “Amendment”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 10, 2008, amends and supplements the Schedule 14D-9 filed with the SEC on January 3, 2008 by Respironics, Inc. (the “Company”), a Delaware corporation. The Schedule 14D-9 relates to a tender offer (the “Offer”) by Moonlight Merger Sub, Inc., a Delaware corporation (“Offeror”) and a direct wholly-owned subsidiary of Philips Holding USA Inc., a Delaware corporation (“Parent”), as disclosed in a Tender Offer Statement on Schedule TO dated January 3, 2008 (as amended or supplemented from time to time, the “Schedule TO”), to purchase all of the outstanding Shares at a purchase price of $66.00 per Share net to the seller in cash, without interest (the “Offer Price”), upon the terms and sub ject to the conditions set forth in the Offeror’s offer to purchase dated January 3, 2008 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related letter of transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

     The information in the Schedule 14D-9 is incorporated in this amendment by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 9.           Exhibits.

     Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

Exhibit No.	Description
(a)(7)	Form of Letter from the Company to Participants in the Respironics, Inc. Retirement
	Savings Plan
(a)(8)	Form of Letter from the Company to Participants in the Respironics, Inc. 2007 Employee
	Stock Purchase Plan
(a)(9)	Form of Letter from the Company to Holders of Company Stock Options and Restricted
	Shares

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 1 to Schedule 14D-9 is true, complete and correct.

RESPIRONICS, INC.
By:	/s/ Daniel J. Bevevino
Name:  Daniel J. Bevevino
Title:    Vice President and Chief Financial
	Officer
Dated:  January 10, 2008

EX-7

DATE

NAME
ADDRESS
CITY, STATE ZIP

Re: Respironics, Inc. Retirement Savings Plan (“401k Plan”)

Dear NAME:

As announced on December 21, 2007, Respironics has entered into an agreement to be acquired by a subsidiary of Koninklijke Philips Electronics N.V. (“Philips”). Following the acquisition, 100% of the stock of Respironics will be owned by Philips. This letter alerts you to upcoming mailings you will receive if you own Respironics shares in the 401k Plan.

The Tender Offer and the Merger

You have the ability to sell your shares to Philips in a process known as a “tender offer” (“Tender Offer”). In the Tender Offer, each Respironics shareholder can sell their Respironics shares to Philips at a price of $66.00 per share, minus any applicable withholding taxes (the “Offer Price”). The Tender Offer commenced on January 3, 2008 and is scheduled to expire on February 1, 2008, but may be extended by Philips beyond that date.

If you elect not to sell your Respironics shares in the Tender Offer and more than 50% of the total outstanding shares of stock of Respironics are sold to Philips by other shareholders in the Tender Offer, your Respironics shares will automatically be cashed out in a merger that will follow the completion of the Tender Offer. Whether you tender your Respironics shares in the Tender Offer or wait and have your Respironics shares cashed out in the subsequent merger, you will receive the same price for your Respironics shares – the Offer Price.

The Respironics Board of Directors has unanimously approved the acquisition (including both the Tender Offer and the merger) and recommends that Respironics shareholders tender their Respironics shares to Philips in the Tender Offer.

Your Respironics 401k Plan – What you need to do:

·      If your account in the 401k Plan is invested in Respironics Common Stock, Fidelity Investments, the record keeper of the 401k Plan (“Fidelity”), will convert your Respironics stock units to shares of Respironics stock.

· If your account in the 401k Plan is invested in Respironics Common Stock, you will receive a letter shortly from Fidelity Management Trust Company, the trustee of the 401k Plan, with instructions on how to tender your shares to Philips at the Offer Price. Please watch for this letter and read it carefully. This letter will provide specific instructions on the Tender Offer process and actions that you must take to tender any Respironics shares that you own.

· If you decide to tender your Respironics shares, the cash received for your shares will be credited to your 401k Plan account and will be invested in the Fidelity Freedom Funds. You may provide different investment directions to Fidelity after this cash has been credited to your account. More information about this will be included in the mailing from Fidelity Management Trust Company.

We will continue to provide you with updated information as it becomes available. In the interim, if you have any questions, please contact Fidelity at 1-800-835-5095.

Sincerely,

Kathy Dober
Director, Compensation and Benefits

RESPIRONICS, INC.
1010 Murry Ridge Lane • Murrysville, PA 15668

EX-8

DATE

NAME
ADDRESS
CITY, STATE ZIP

Re:	Respironics, Inc. 2007 Employee Stock Purchase Plan (“2007 ESPP”) and
	Respironics, Inc. 2002 Employee Stock Purchase Plan (“2002 ESPP”)

Dear NAME:

As announced on December 21, 2007, Respironics has entered into an agreement to be acquired by a subsidiary of Koninklijke Philips Electronics N.V. (“Philips”). Following the acquisition, 100% of the stock of Respironics will be owned by Philips. This letter contains information about your participation in the 2007 ESPP and alerts you to upcoming mailings you will receive if you own Respironics shares from the 2007 ESPP or 2002 ESPP.

The Tender Offer and the Merger

You have the ability to sell your shares to Philips in a process known as a “tender offer” (“Tender Offer”). In the Tender Offer, each Respironics shareholder can sell their Respironics shares to Philips at a price of $66.00 per share, minus any applicable withholding taxes (the “Offer Price”). The Tender Offer commenced on January 3, 2008 and is scheduled to expire on February 1, 2008, but may be extended by Philips beyond that date.

If you elect not to sell your Respironics shares in the Tender Offer and more than 50% of the total outstanding shares of stock of Respironics are sold to Philips by other shareholders in the Tender Offer, your Respironics shares will automatically be cashed out in a merger that will follow the completion of the Tender Offer. Whether you tender your Respironics shares in the Tender Offer or wait and have your Respironics shares cashed out in the subsequent merger, you will receive the same price for your Respironics shares – the Offer Price.

The Respironics Board of Directors has unanimously approved the acquisition (including both the Tender Offer and the merger) and recommends that Respironics shareholders tender their Respironics shares to Philips in the Tender Offer.

2007 ESPP - Your participation and what you need to do:

·      Respironics suspended the 2007 ESPP effective December 20, 2007. This means that:

-   December 20, 2007 was the last day of the purchase period that began on July 1, 2007.

-  No additional employee deductions were taken from your pay after the December 14, 2007 payroll.

- The 2007 ESPP will not operate in 2008 or future years.

·      Respironics and Fidelity Investments (“Fidelity”) have determined the number of shares that you are able to purchase for the current purchase period (July 1, 2007 to December 20, 2007). The number of shares purchased was calculated in the same manner used for previous purchase periods. These shares have been deposited into your individual brokerage account at Fidelity.

·      You have the ability to sell these shares as part of the Tender Offer and receive the Offer Price. You will receive a letter shortly from National Financial, a subsidiary of Fidelity, with instructions on how to tender your ESPP shares to Philips at the Offer Price. Please watch for this letter and read it carefully. This letter will provide specific instructions on the Tender Offer process and actions that you must take to tender any Respironics shares that you own.

RESPORINICS, INC.
1010 Murry Ridge Lane Ÿ Murrysville, PA 15668

2002 ESPP - what you need to do:

Respironics shares that you purchased under the 2002 ESPP may be in several locations depending upon the decisions that you made. You may have decided to do one of the following:

·      Request/receive a paper stock certificate for your shares; or

·      Retain electronic shares with Mellon – where they are maintained in your individual Mellon account; or

·      Transfer your shares to a personal brokerage account that you maintain with an investment company or broker

·      Transfer your shares to Fidelity Investments – where they are maintained in your individual brokerage account.

Depending upon your decision, there may be different actions that you must take. If you …

·      Have a paper stock certificate; or have electronic shares with Mellon; or you transferred shares to your personal brokerage account:

- You will receive a letter shortly with instructions on how to tender your shares to Philips at the Offer Price. Please watch for this letter and read it carefully. This letter will provide specific instructions on the Tender Offer process and actions that you must take to tender any Respironics shares that you own.

·      Transferred your shares to Fidelity:

-   As noted above, in the discussion of the 2007 ESPP, if you have shares at Fidelity you will receive a letter shortly from National Financial, a subsidiary of Fidelity, with instructions on how to tender your Respironics shares to Philips at the Offer Price. Please watch for this letter and read it carefully. This letter will provide specific instructions on the Tender Offer process and actions that you must take to tender any Respironics shares that you own.

We will continue to provide you with updated information as it becomes available. In the interim, if you have any questions, please contact your personal broker or any of the following, as appropriate:

Fidelity at 1-800-544-9354;
Mellon at 1-800-756-3353; or
Respironics at 1-866-712-8669

Sincerely,

Kathy Dober
Director, Compensation and Benefits

RESPIRONICS, INC.
1010 Murry Ridge Lane • Murrysville, PA 15668

EX-9

DATE

NAME
ADDRESS
CITY, STATE ZIP

Re: Respironics, Inc. Stock Options and Restricted Shares

Dear NAME:

As announced on December 21, 2007, Respironics has entered into an agreement to be acquired by a subsidiary of Koninklijke Philips Electronics N.V. (“Philips”). Following the acquisition, 100% of the stock of Respironics will be owned by Philips. This letter contains information about your Respironics stock options and restricted shares and alerts you to upcoming mailings you will receive if you own Respironics shares.

The Tender Offer and the Merger

You have the ability to sell your shares to Philips in a process known as a “tender offer” (“Tender Offer”). In the Tender Offer, each Respironics shareholder can sell their Respironics shares to Philips at a price of $66.00 per share, minus any applicable withholding taxes (the “Offer Price”). The Tender Offer commenced on January 3, 2008 and is scheduled to expire on February 1, 2008, but may be extended by Philips beyond that date.

If you elect not to sell your Respironics shares in the Tender Offer and more than 50% of the total outstanding shares of stock of Respironics are sold to Philips by other shareholders in the Tender Offer, your Respironics shares will automatically be cashed out in a merger that will follow the completion of the Tender Offer. Whether you tender your Respironics shares in the Tender Offer or wait and have your Respironics shares cashed out in the subsequent merger, you will receive the same price for your Respironics shares – the Offer Price.

The Respironics Board of Directors has unanimously approved the acquisition (including both the Tender Offer and the merger) and recommends that Respironics shareholders tender their Respironics shares to Philips in the Tender Offer.

Your Stock Options or Restricted Stock – What you need to do:

·      You will receive a letter shortly from National Financial, a subsidiary of Fidelity Investments, with instructions on how to tender your shares to Philips at the Offer Price. Please watch for this letter and read it carefully. This letter will provide specific instructions on the Tender Offer process and actions that you must take to tender any Respironics shares that you own.

·      Once Philips purchases more than 50% of Respironics stock, all of your unexercised stock options (vested and unvested) and unvested restricted shares will be paid to you in cash. The amount you receive will be equal to:

- stock options: the difference between the Offer Price and the option grant price;

- restricted shares: the Offer Price.

The cash you receive will be deposited into your individual brokerage account at Fidelity Investments.

We will continue to provide you with updated information as it becomes available. In the interim, if you have any questions, please contact our stock plan administrator, Fidelity Investments, at 1-800-835-5095.

Sincerely,

Kathy Dober
Director, Compensation and Benefits

RESPIRONICS, INC.
1010 Murry Ridge Lane • Murrysville, PA 15668