SC TO-T/A

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
(Amendment No. 4)

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

Transaction Valuation*	Amount of Filing Fee
$4,899,365,658	$	192,545.07

* Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of 74,232,813 outstanding shares of common stock, par value $0.01 per share, including the associated common stock acquisition rights (such rights, together with such shares of the Company’s common stock, the “Shares”) issued under the Rights Agreement, dated June 28, 1996, between Respironics, Inc. and Mellon Investor Services LLC, as amended, for a price of $66.00 per Share. The calculation of the filing fee is based on the Company’s representation of its capitalization as of December 18, 2007.

þ 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: Form or Registration No.: $192,545.07   Schedule TO Filing Party:
Date Filed: Moonlight Merger Sub, Inc.   January 3, 2008

o 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

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Item 4. Terms of the Transaction.
	Item 12. Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.A.2.D: JOINT PRESS RELEASE
EX-99.D.8:FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     This Amendment No. 4 (this “Amendment”) amends and supplements Items 1, 4 and 12 in the Tender Offer Statement on Schedule TO, filed on January 3, 2008 (the “Schedule TO”) with the Securities and Exchange Commission by Moonlight Merger Sub, Inc., a Delaware corporation, as amended on January 16, 2008, January 28, 2008 and January 31, 2008.

     Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 1. Summary Term Sheet.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference, except that the first sentence in the section therein entitled “How long do I have to tender my Shares in the offer?” is hereby amended and restated as follows:

You will have at least until 12:00 midnight (New York City time) on February 22, 2008 (such date, the “Expiration Date”), unless we have extended the period during which the offer is open (in which event the term “Expiration Date” means the latest time and date as the offer, as so extended, may expire) to tender your Shares into the offer.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference, except that the section therein entitled “Can the offer be extended and under what circumstances?” is hereby amended by adding the following at the end thereof:

• Purchaser is required to extend the first Expiration Date from 12:00 midnight (New York City time) on February 1, 2008 to 12:00 midnight (New York City time) on February 22, 2008.

Item 4. Terms of the Transaction.

(a)(1)(i)-(viii), (x) and (xii) The information set forth in the section of the Offer to Purchase entitled “Terms of the Offer” is incorporated herein by reference, except that the third paragraph therein is hereby amended by adding the following at the end thereof:

• Purchaser is required to extend the first Expiration Date from 12:00 midnight (New York City time) on February 1, 2008 to 12:00 midnight (New York City time) on February 22, 2008.

The information set forth in the section of the Offer to Purchase entitled “Terms of the Offer” is hereby amended and supplemented by adding the following at the end thereof:

On February 4, 2008, Royal Philips and the Company announced that Purchaser had extended the Expiration Date of the offer to 12:00 midnight (New York City time) on February 22, 2008 and that the merger agreement had been amended to provide for such extension. A copy of the joint press release is filed as Exhibit (a)(2)(D) to the Schedule TO and is incorporated by reference. A copy of the amendment to the merger agreement is filed as Exhibit (d)(8) to the Schedule TO and is incorporated by reference.

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplement by adding the following exhibits:

Exhibit No.	Exhibit Name
(a)(2)(D)	Joint Press Release, issued by Royal Philips and the Company, dated February 4, 2008.
(d)(8)	First Amendment to Agreement and Plan of Merger, dated as of February 1, 2008, among Parent, Purchaser and the Company

SIGNATURE

     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.
By:	/s/   Joseph E. Innamorati
	Name:	Joseph E. Innamorati
	Title:	Vice President

Dated: February 4, 2008

EXHIBIT INDEX

Exhibit No.	Exhibit Name
(a)(2)(D)	Joint Press Release, issued by Royal Philips and the Company, dated February 4, 2008.
(d)(8)	First Amendment to Agreement and Plan of Merger, dated as of February 1, 2008, among Parent, Purchaser and the Company

EX-99.A.2.D

Exhibit (a)(2)(D)

Press Information

February 4, 2008

PHILIPS EXTENDS TENDER OFFER PERIOD TO ACQUIRE RESPIRONICS

Amsterdam, The Netherlands and Murrysville, Pennsylvania — Royal Philips Electronics (NYSE:PHG, AEX:PHI) (“Philips”) and Respironics, Inc. (Nasdaq:RESP) (“Respironics”) today announced that Philips’ indirect wholly owned subsidiary Moonlight Merger Sub, Inc. (“Philips Merger Sub”) is extending the expiration date for its previously announced tender offer until 12:00 midnight, New York City time, on February 22, 2008 for all outstanding shares of common stock of Respironics for $66.00 per Respironics share, without interest and subject to any applicable withholding of taxes.

On January 3, 2008, Philips Merger Sub commenced the tender offer for the Respironics shares in accordance with the Agreement and Plan of Merger, dated as of December 20, 2007, by and among Respironics, Philips Holding USA Inc. and Philips Merger Sub, which was amended to provide for the above described extension. The offer is being extended because, as of 12:00 midnight, New York City time, on February 1, 2008, not all conditions to the offer had been satisfied or waived by Philips Merger Sub, including the approval under Council Regulation (EC) No. 139/2004 of the European Community, as amended (the “EC Merger Regulation”). The formal notification and application for approval of the offer and the merger under the EC Merger Regulation was filed on January 30, 2008. As of 12:00 midnight, New York City time, on February 1, 2008, Philips Merger Sub had received a preliminary number of tenders representing approximately 60 million of the outstanding Respironics shares, which represented approximately 77 percent of the outstanding Respironics shares (on a fully diluted basis).

Investors and stockholders of Respironics are urged to read the Tender Offer Statement on Schedule TO (containing the offer to purchase, a letter of transmittal and related materials) relating to the tender offer that has been filed with the Securities and Exchange Commission (the “SEC”) because it contains important information, including the various terms of, and conditions to, the tender offer. Investors and stockholders of Respironics may obtain these and other documents regarding the tender offer, the merger and the related transactions filed by Philips Merger Sub and Respironics for free from the SEC’s website at www.sec.gov.

Georgeson Inc. is the Information Agent for the tender offer and any questions or requests for assistance or free copies of the offer to purchase and the letter of transmittal may be directed to it at 199 Water Street, 26th Floor, New York, NY 10038 or by telephone toll-free at (800) 491-3017 or at (212) 440-9800 (bankers and brokers only). Deutsche Bank is the Dealer Manager for the tender offer and can be reached at 60 Wall Street, New York, NY 10005 or by telephone toll-free at (877) 221-7676.

This release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell Respironics shares, nor is it an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is made solely by means of the offer to purchase.

For further information, please contact:
Arent Jan Hesselink
Philips Corporate Communications
Tel: +31 20 59 77415
Email: arentjan.hesselink@philips.com

Andre Manning
Philips Healthcare
Tel: +1 646 508 4545
Email: andre.manning@philips.com

Dan Bevevino
Vice President & CFO, Respironics
Tel: +1 724 387 5235

Maryellen Bizzack
Director, Marketing & Communications, Respironics
Tel: +1 724 387 5006

About Royal Philips Electronics

Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in healthcare, lighting and consumer lifestyle, delivering people-centric, innovative products, services and solutions through the brand promise of “sense and simplicity”. Headquartered in the Netherlands, Philips employs approximately 123,800 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2007, the company is a market leader in medical diagnostic imaging and patient monitoring systems, energy efficient lighting solutions, as well as lifestyle solutions for personal wellbeing. News from Philips is located at www.philips.com/newscenter.

About Respironics

Respironics is a leading developer, manufacturer and distributor of innovative products and programs that serve the global sleep and respiratory markets. Focusing on emerging market needs, the Company is committed to providing valued solutions to help improve outcomes for patients, clinicians and healthcare providers. Respironics markets its products in 141 countries and employs over 5,300 associates worldwide. Further information can be found on the Company’s Web site: www.respironics.com.

Forward-looking statements

This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this press release will completed. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Any forward-looking statements in this announcement are based upon information known to Philips on the date of this announcement. Philips undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

EX-99.D.8

Exhibit (d)(8)

Execution Version

February 1, 2008

TO RESPIRONICS, INC.:

     With reference to the Agreement and Plan of Merger, dated as of December 20, 2007 (the “Merger Agreement”), among Philips Holding USA Inc., a Delaware corporation (“Parent”), Moonlight Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Respironics, Inc., a Delaware corporation (the “Company” and, collectively with Parent and Merger Sub, the “Parties”), this letter agreement confirms our agreement as follows. Section 1.1(d) of the Merger Agreement is hereby amended by inserting, after the second sentence thereof, the following sentence: “Notwithstanding the foregoing, Merger Sub shall extend the first Expiration Date from 12:00 Midnight, New York City time, on February 1, 2008 to 12:00 Midnight, New York City time, on February 22, 2008.”

     Except as specifically amended by the terms of this letter agreement, the terms and conditions of the Merger Agreement are and shall remain in full force and effect for all purposes. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction other than the State of Delaware.

     If you are in agreement with the foregoing, please execute and deliver to us a counterpart of this letter agreement, whereupon this letter agreement shall constitute a valid and binding agreement among us.

[signature page follows]

PHILIPS HOLDING USA INC.
By:	/s/ Michael Manning
	Name:	Michael Manning
	Title:	Attorney-in-fact

By:	/s/ Joseph E. Innamorati
	Name:	Joseph E. Innamorati
	Title:	Senior Vice President

MOONLIGHT MERGER SUB, INC.
By:	/s/ Michael Manning
	Name:	Michael Manning
	Title:	Attorney-in-fact

By:	/s/ Joseph E. Innamorati
	Name:	Joseph E. Innamorati
	Title:	Vice President

Agreed and accepted as of the date first above written by: RESPIRONICS, INC.
By:	/s/ Steven P. Fulton
	Name:	Steven P. Fulton
	Title:	Vice President and General Counsel