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): June 7, 2006

Respironics, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-16723	25-1304989
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1010 Murry Ridge Lane, Murrysville, Pennsylvania		15668-8525
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 7, 2006, Respironics, Inc. (the "Company") entered into Amendment No. 3 ("Amendment No. 3") to its Rights Agreement, dated June 28, 1996 and amended July 30, 1999 and May 5, 2005 (as amended, the "Rights Agreement"), between the Company and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services L.L.C) as Rights Agent.

A copy of Amendment No. 3 to Rights Agreement is attached hereto as Exhibit 4.8. Capitalized terms used in the following description are used as defined in Amendment No. 3. The following description is qualified by reference to the actual text of the Rights Agreement as amended by Amendment No. 3.

Amendment No. 3 extended the Final Expiration Date of the Rights Agreement to June 28, 2016. In addition, Amendment No. 3 changed the Purchase Price for each Unit from $55 to $185, subject to adjustment as provided in the Rights Agreement. Amendment No. 3 deleted clause (A) of Section 11(a)(ii) of the Rights Agreement (which was one of the three cla uses triggering the provisions of Section 11(a)(ii)), as well as references to clause (A) of Section 11(a)(ii) in other sections of the Rights Agreement. Amendment No. 3 also revised the period during which the Company’s Board of Directors can redeem the Rights so that it ends on the earlier of such time as any Person becomes an Acquiring Person or the Final Expiration Date. Amendment No. 3 also revised the period during which the Company’s Board of Directors can amend the Rights Agreement without shareholder approval so that it refers to the period prior to the time when any Person becomes an Acquiring Person.

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth under Item 1.01 "Entry into a Material Definitive Agreement" of this Form 8-K is incorporated herein by reference.

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 hereunto duly authorized.

	Respironics, Inc.
June 7, 2006	By:	/s/ Daniel J. Bevevino
		Name: Daniel J. Bevevino
		Title: Vice President, and Chief Financial and Principal Accounting Officer

Exhibit Index

Exhibit No.	Description
4.8	Amendment No. 3 to Rights Agreement, dated June 7, 2006

EX-4.8

Exhibit 4.8

AMENDMENT NO. 3 TO RIGHTS AGREEMENT

This AMENDMENT NO. 3 TO RIGHTS AGREEMENT, is made as of June 7, 2006 (“Amendment No. 3”), between RESPIRONICS, INC., a Delaware corporation (the “Company”) and MELLON INVESTOR SERVICES LLC (formerly known as CHASEMELLON SHAREHOLDER SERVICES, L.L.C.), a New Jersey limited liability company (the “Rights Agent”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Rights Agreement.

WHEREAS, the Company and the Rights Agent are party to that certain Rights Agreement, dated as of June 28, 1996, as amended by that certain Amendment No. 1 to Rights Agreement dated as of July 30, 1999 and Amendment No. 2 to Rights Plan dated as of May 5, 2005 (as amended, the “Rights Agreement”), pursuant to which the Company issued one Right for each share of Company Common Stock issued between the Record Date and the Distribution Date, each Right initially representing the right to purchase one one-hundredth of a share of Company Common Stock;

WHEREAS, the Company and the Rights Agent desire to further amend the Rights Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, and intending to be legally bound, the parties hereby agree as follows:

1. Amendments.

a. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is hereby amended by deleting the words “the tenth business anniversary hereof” and replacing them with the words “June 28, 2016”.

b. Amendment of Section 7(b). Section 7(b) of the Rights Agreement is hereby amended by deleting the amount “$55” (which replaced the reference to “$110” as a result of the stock split effected by the Company in May 2005) and replacing it with “$185”.

c. Deletion of Section 11(a)(ii)(A) and Related Amendments. Section 11(a)(ii)(A) of the Rights Agreement is hereby deleted in its entirety and replaced with the following: “[Intentionally omitted.]”. In addition, the reference to “Section 11(a)(ii)(A)” in the definition of “Section 11(a)(ii) Event” is hereby deleted and the definition of “Section 11(a)(ii) Event” in the last paragraph of Section 11(a)(ii) is hereby amended to refer to “an event described in Section 11(a)(ii)(B) – (C) hereof”.

d. Section 23(a). Section 23(a) of the Rights Agreement is hereby amended by deleting the words “the Close of Business on the tenth Business Day following the Stock Acquisition Date” in clause (i) thereof and replacing them with “such time as any Person becomes an Acquiring Person”.

e. Section 26. The first sentence of Section 26 of the Rights Agreement is hereby amended by deleting the words “Prior to the Distribution Date” at the beginning thereof and replacing them with “Prior to such time as any Person becomes an Acquiring Person”. The second sentence of Section 26 of the Rights Agreement is hereby amended by deleting the words “From and after the Distribution Date” and replacing them with “From and after such time as any Person becomes an Acquiring Person”.

2. Miscellaneous. This Amendment No. 3 may be executed in any number of counterparts and upon facsimiles, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

3. Ratification. Except as specifically set forth herein, no other provisions of the Rights Agreement are amended or modified and the Rights Agreement shall remain in full force and effect in accordance with its terms.

[Remainder of page intentionally left blank – signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Rights Agreement to be duly executed, all as of the date first written above.

RESPIRONICS, INC. MELLON INVESTOR SERVICES, LLC., as Rights Agent

By: /s/ Dorita A. Pishko	By: /s/ Cynthia Pacolay
Name: Dorita A. Pishko	Name: Cynthia Pacolay
Title: Corporate Secretary	Title: Client Relationship Executive