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. 9)

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

x

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

x

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.    x

 

 

     This Amendment No. 9 (this “Amendment”) amends and supplements Items 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, March 5, 2008 and March 7, 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 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 hereby amended and supplemented by adding the following at the end thereof:

On March 14, 2008, Royal Philips issued a press release announcing the results of the Offer and the subsequent offering period, which expired at 5:00 p.m. (New York City time) on March 13, 2008. As of the expiration of the subsequent offering period, over 70 million Shares had been validly tendered and not withdrawn, representing over 94% of the total outstanding Shares. All Shares validly tendered and not withdrawn have been accepted for payment and the consideration for all such Shares either has been paid or will promptly be paid. A copy of the press release is filed as Exhibit (a)(2)(I) 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:

Exhibit No.		Exhibit Name
(a)(2)(I)		Press Release, issued by Royal Philips, dated March 14, 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.

Dated: March 14, 2008

EXHIBIT INDEX

Exhibit No.		Exhibit Name
(a)(2)(I)		Press Release, issued by Royal Philips, dated March 14, 2008.