8-K

UNITED STATES
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 20, 2005

RESPIRONICS, INC.

(Exact name of registrant as specified in its charter)

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

1010 Murry Ridge Lane, Murrysville, Pennsylvania
(Address of Principal Executive Offices) 15668-8525
(Zip Code)

Registrant’s telephone number, including area code (724) 387-5200

NONE
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Page
ITEM 1.01. AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT ITEM 3.01. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS ITEM 8.01. OTHER EVENTS ITEM 9.01. EXHIBITS SIGNATURES	2 2 2 2 3 3

ITEM 1.01. AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT.

     On April 20, 2005, the Company’s Board of Directors declared a two-for-one stock split (the “Stock Split”) in the form of a stock dividend of one additional share for each outstanding share of Common Stock, to be distributed on June 1, 2005 to holders of record on May 9, 2005 (the “Record Date”).

     As a result of the Stock Split, pursuant to Section 11(a) of the Rights Agreement dated as of June 28, 1996 (“Rights Agreement”) between the Company. and ChaseMellon Shareholder Services, L.L.C., now known as Mellon Investors Services LLC, the Purchase Price (as defined in the Rights Agreement) will automatically be adjusted to $55.00 per Unit (as defined in the Rights Agreement) as of the Record Date. In accordance with the Rights Plan, the Company will notify each holder of the Company’s Common Stock of this adjustment as part of its notice to shareholders relating to the Stock Split.

     In addition, in connection with the Stock Split, the Company will enter into Amendment No. 1 to the Rights Agreement as of May 9, 2005, which will amend various provisions of the Rights Agreement to reflect the fact that the Company’s Common Stock will now be represented by certificated and uncertificated shares and the Rights (as defined in the Rights Agreement) will attach to the shares of Common Stock, regardless of whether they are in certificated or uncertificated form.

     In connection with the Stock Split, the Company has adjusted the number of shares reserved and outstanding under its various equity-based compensation plans and agreements, and the formulaic grants for employees under the Company’s 2002 Employee Stock Purchase Plan and non-employee directors under the Company’s 2000 Stock Incentive Plan.

ITEM 3.01. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

     The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS.

     On April 20, 2005, the Company’s Board of Directors approved the issuance of shares of the Company’s Common Stock in uncertificated form. In order to allow for the issuance of shares of Common Stock in uncertificated form, Sections 4.01, 4.02 and 4.05 of Article IV of the Company’s By-Laws were amended. The text of the amendments is set forth in Exhibit 3.1 to this Current Report on Form 8-K.

ITEM 8.01. OTHER EVENTS.

     By press release dated April 21, 2005, Respironics, Inc. announced a 2 for 1 stock split of its outstanding shares of common stock, payable in the form of a 100% stock dividend to holders of record on May 9, 2005. A copy of the press release is attached as an exhibit to this Form 8-K.

2

ITEM 9.01. EXHIBITS.

Exhibit
Number
3.1
99.1
 
Description
Amendments to Bylaws
Press Release dated April 21, 2005.

SIGNATURE

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

	RESPIRONICS, INC.
	(Registrant)
By	/s/ Daniel J. Bevevino
	Daniel J. Bevevino Vice President and Chief Financial and Principal Accounting Officer

     Date: April 20, 2005

3

EX-3.1

EXHIBIT 3.1

Sections 4.01, 4.02 and 4.05 of Article IV of the Company’s Bylaws have been amended to read in their entirety as follows:

     Section 4.01. Shares; Share Certificates and Statements Relating to Uncertificated Shares.

     (a) Shares. The shares of the Corporation shall be represented by certificates or shall be uncertificated. Each registered holder of shares, upon request to the Corporation, shall be provided with a certificate of stock, representing the number of shares owned by such holder. Absent a specific request for such a certificate by the registered owner or transferee thereof, all shares issued after April 20, 2005 shall be uncertificated upon the original issuance thereof by the Corporation or upon the surrender of the certificate representing such shares to the Corporation. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of uncertificated shares or certificates for shares of stock of the Corporation.

     (b) Share Certificates. The certificates for shares of stock of the Corporation shall be in such form as the Board of Directors may from time to time prescribe, signed by the Chairman of the Board, the President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The signatures may be by facsimiles. Each such certificate shall set forth the name of the registered holder thereof, the number and class of shares and the designation of the series, if any, which the certificate represents. The Board of Directors may, if it so determines, direct that certificates for shares of stock of the Corporation be signed by a transfer agent or registered by a registrar or both, in which case such certificates shall not be valid until so signed or registered.

     In case any officer, transfer agent or registrar who shall have signed, or whose facsimile signature shall have been used on, any certificate for shares of stock of the Corporation shall cease to be such officer, transfer agent or registrar, whether because of death, resignation, removal or otherwise, before such certificate shall have been delivered by the Corporation, such certificate shall nevertheless be deemed to have been adopted by the Corporation and may be issued and delivered as though the person who signed such certificate or whose facsimile signature shall have been used thereon had not ceased to be such officer, transfer agent or registrar.

     (c) Statements Relating to Uncertificated Shares. Within two business days after uncertificated shares have been registered, the Corporation or its transfer agent shall send to the registered owner thereof a written statement containing a description of the issue of which such shares are a part, the number of shares registered, the date of registration and such other information as may be required or appropriate.

     Section 4.02. Transfer of Shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue or cause to be issued uncertificated shares or, if requested by the appropriate person, a new certificate to the

person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation.

* * * * *

     Section 4.05. Regulations Relating to Shares. The Board of Directors shall have power and authority to make such rules and regulations not inconsistent with these By-Laws or with law as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation, whether represented by certificates or uncertificated.

EX-99.1

FOR IMMEDIATE RELEASE		EXHIBIT 99.1
AT THE COMPANY	FINANCIAL RELATIONS BOARD
Dan Bevevino Vice President & CFO (724) 387-5235	Joe Calabrese General Contact (212) 827-3772	Julie Tu Analyst Information (212) 827-3776

RESPIRONICS ANNOUNCES TWO-FOR-ONE STOCK SPLIT

     MURRYSVILLE, PA, April 21, 2005—RESPIRONICS, INC. (NASDAQ/NMS Symbol: RESP) today announced that its Board of Directors has approved a two-for-one stock split of the Company’s common stock.

     Payable in the form of a 100 percent stock dividend, all shareholders of record at the close of business on May 9, 2005 will receive one additional share of common stock for each share owned on the record date. The additional shares will be distributed to shareholders on or about June 1, 2005.

     Commenting on the stock split, John Miclot, President and Chief Executive Officer stated, “We remain confident in the growth dynamics our markets hold and in our strategy to be the leader at providing valued solutions to the sleep and respiratory markets. Our Board’s decision to authorize this stock dividend reflects this ongoing confidence in our business and our commitment to make our shares accessible to a broad spectrum of investors.”

     As of March 31, 2005, Respironics had issued and outstanding approximately 35.8 million shares of common stock. Upon completion of the stock split, the Company’s issued and outstanding common stock will increase to approximately 71.6 million shares.

* * * * *

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 health care providers. Respironics markets its products in over 125 countries and employs more than 3,500 associates worldwide. Further information can be found on the Company’s Web site: http://www.respironics.com.

FORWARD-LOOKING STATEMENT
This document contains forward-looking statements, including statements relating to, among other things, developments in the healthcare industry; the success of the Company’s marketing, sales, and promotion programs; future sales and acceptance of the Company’s products and programs; the timing and success of new product introductions; new product development; anticipated cost savings; FDA and other regulatory requirements and enforcement actions; future results from acquisitions; growth rates in foreign markets; regulations and other factors affecting operations and sales outside the United States (including potential future effects of the change in sovereignty of Hong Kong); foreign currency fluctuations; customer consolidation and concentration; increasing price competition and other competitive factors in the sale of products; interest rate fluctuations; expiration of intellectual property rights; intellectual property and related litigation; other litigation; future levels of earnings and revenues; and third party reimbursement, 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.