AMENDMENT #8 TO SCHEDULE TO-T
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. 8)
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
20th 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
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Transaction Valuation* |
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Amount of Filing Fee |
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$4,899,365,658
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192,545.07 |
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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. |
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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. |
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Amount Previously Paid:
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$192,545.07
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Filing Party:
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Moonlight Merger Sub, Inc. |
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Form or Registration No.:
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Schedule TO
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Date Filed:
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January 3, 2008 |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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
This
Amendment No. 8 (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, January 31, 2008, February 4, 2008, February 6, 2008, February
25, 2008 and March 5, 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—How long do I have to tender my Shares in
the offer?” is hereby amended and supplemented by adding the following at
the end thereof:
Because we have made available a five business day “subsequent
offering period” for the offer, you will have until at least 5:00
p.m. (New York City time) on March 13, 2008 to tender your Shares
into the offer.
Item 4. Terms of the Transaction.
(a)(1)(iii)-(viii) 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 March 7, 2008, Royal Philips issued a press release announcing
that we had elected to provide a five business day “subsequent
offering period” for the offer, under which holders of Shares who
have not previously tendered their Shares may tender their Shares
into the offer until 5:00 p.m. (New York City time) on March 13,
2008. A copy of the press release is filed as Exhibit (a)(2)(H) to
the Schedule TO and is incorporated herein by
reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
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Exhibit Name |
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(a)(2)(H)
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Press Release, issued by Royal Philips, dated March 7, 2008. |
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.
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MOONLIGHT MERGER SUB, INC.
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By: |
/s/ Joseph E. Innamorati
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Name: |
Joseph E. Innamorati |
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Title: |
Vice President |
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Dated: March 7, 2008
EXHIBIT INDEX
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| Exhibit No. |
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Exhibit Name |
(a)(2)(H)
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Press Release, issued by Royal Philips, dated March 7, 2008. |