8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-K


                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported):  April 12, 2002


                               RESPIRONICS, INC.
                               -----------------
            (Exact name of registrant as specified in its charter)

         Delaware                    000-16723          25-1304989
- ----------------------------    ------------------   ------------------
(State or other jurisdiction        (Commission        (IRS Employer
     of incorporation)              File Number)    Identification No.)

        1501 Ardmore Boulevard
       Pittsburgh, Pennsylvania                         15221-4401
       -------------------------                        ----------
(Address of Principal Executive Offices)                (Zip Code)


Registrant's telephone number, including area code:  (412) 731-2100


Item 2.  Acquisition or Disposition of Assets.

     On April 12, 2002, the Registrant completed the acquisition of Novametrix
Medical Systems Inc. ("Novametrix").  The acquisition of Novametrix was
consummated pursuant to an Agreement and Plan of Merger dated as of December 17,
2001, pursuant to which Respironics Holdings, Inc., a wholly owned subsidiary of
the Registrant, was merged with and into Novametrix (the "Merger").  Upon
consummation of the Merger, approximately 2,600,000 shares of the Registrant's
common stock became issuable to the former stockholders of Novametrix,
reflecting an exchange ratio of .2541 shares of the Registrant's common stock
for each outstanding share of Novametrix's common stock. In addition,
approximately 509,000 shares of Registrant's common stock are reserved for
issuance upon exercise of options and warrants issued in replacement of
Novametrix options and warrants that were not exercised prior to the
consummation of the Merger. The Merger was structured as a tax-free
reorganization and is intended to be accounted for as a purchase.

Item 7.  Financial Statements and Exhibits.

(a)  Incorporated herein by reference to (a) pages F-1 through F-26 of
     Novametrix's Annual Report on Form 10-K for the year ended April 29, 2001,
     (b) pages 3 through 8 of Novametrix's Quarterly Report on Form 10-Q for the
     quarter ended July 29, 2001, and (c) pages 3 through 9 of Novametrix's
     Quarterly Reports on Form 10-Q for the quarters ended October 28, 2001 and
     January 27, 2002.

(b)  The pro forma financial information of the combined company will be filed
     by amendment not later than sixty days after the date the initial report on
     Form 8-K must be filed.

(c)  Exhibits.

     Exhibit No.  Description
     ----------   -----------

        2.1       Agreement and Plan of Merger by and between Respironics
                  Holdings, Inc. and Novametrix Medical Systems Inc. including
                  Guarantee of Respironics, Inc. dated as of December 17,
                  2001(incorporated by reference to Annex A to the Proxy
                  Statement/Prospectus forming a part of Amendment 1 of
                  Registrant's Registration Statement on Form S-4 (File No.
                  333-77048) dated March 1, 2002).

       99.1       Financial Statements of Novametrix (incorporated herein by
                  reference to (a) pages F-1 through F-26 of Novametrix's Annual
                  Report on Form 10-K for the year ended April 29, 2001,
                  (b) pages 3 through 8 of Novametrix's Quarterly Report on
                  Form 10-Q for the quarter ended July 29, 2001, and (c) pages
                  3 through 9 of Novametrix's Quarterly Reports on Form 10-Q for
                  the quarters ended October 28, 2001 and January 27, 2002.

       99.2       Press Release of Registrant dated April 15, 2002.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                RESPIRONICS, INC.
                                                  (Registrant)


                                        By    /s/ James C. Woll
                                           --------------------------
                                                James C. Woll
                                     Vice President--Corporate Controller and
                                                   Treasurer

Date:  April 26, 2002

                                      -2-

EX-99.2

                                                                   Exhibit 99.2
RESPIRONICS COMPLETES ACQUISITION OF NOVAMETRIX MEDICAL SYSTEMS

PITTSBURGH, Apr 15, 2002 /PRNewswire-FirstCall via COMTEX/ -- Respironics, Inc.
(Nasdaq: RESP), announced today that it has completed its previously announced
acquisition of Novametrix Medical Systems (previously Nasdaq/NMS Symbol: NMTX),
a leading cardiorespiratory monitoring company. As a result of the acquisition,
Novametrix has become a wholly owned subsidiary of Respironics. Combined
revenues of the two companies totaled approximately $502 million.

The tax-free, stock-for-stock transaction was valued at approximately $85
million. Under the terms of the merger, Novametrix stockholders received 0.2541
shares of Respironics common stock for each share of Novametrix common stock.
The exchange ratio was determined based on the weighted-average selling price of
$31.48 for Respironics common stock for the 20-day trading period from March 11
through April 8, 2002. Novametrix stockholders received Respironics stock in an
amount equal to $8.00 per Novametrix share based upon the weighted average
selling price. After accounting for the proceeds of warrant and option
exercises, additional Respironics shares issued in connection with the
transaction will total approximately 2,530,000. As of the close of trading on
April 12, 2002, Novametrix' common stock ceased to be traded on the Nasdaq
National Market and shareholders of Novametrix have become shareholders of
Respironics.

James W. Liken, President and CEO of Respironics said, "We are very excited
about the acquisition of Novametrix Medical Systems, which enhances the breadth
of our products and services, strengthens our infrastructure and positions us
to better serve our customers in the hospital marketplace. Novametrix has a long
history of innovation in cardiorespiratory monitoring technologies, which blend
well with our hospital therapeutic product offerings. In addition, the
developmental care products and services offered through Novametrix' Children's
Medical Ventures unit will augment our Homecare Division's infant management
business."

Parker/Hunter Incorporated acted as financial advisor and Reed Smith LLP acted
as legal counsel to Respironics in connection with the acquisition of
Novametrix.

Respironics, the global resource in the respiratory medical device industry,
provides innovative and unique programs to health care providers while helping
them to grow and manage their business efficiently. The company's focus is on
homecare, hospital and international markets, providing programs that manage
sleep disordered breathing, chronic obstructive pulmonary disease, asthma,
allergies and sinusitis, infant jaundice and apnea, heart failure and
restrictive lung disorders. Globally positioned, the company employs more than
2,200 individuals worldwide and has manufacturing facilities in several domestic
and international locations.

This document contains forward-looking statements, including statements relating
to, among other things, developments in the healthcare industry, third-party
reimbursement policies and practices, effectiveness of programs, future sales
and acceptance of the company's products and Power Programs(TM), integration of
the recent merger, new product development, anticipated cost savings and
regulatory requirements, and anticipated levels of earnings and revenues, all of
which are subject to change. Actual results may differ materially from those
described in any forward-looking statements. Additional information on potential
factors that could affect the company's financial results are included in the
reports filed with the SEC, including the reports on Form 10-K, 10-Q and 8-K.

SOURCE Respironics, Inc.