UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RESPIRONICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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25-1304989
(I.R.S. Employer Identification No.) |
1010 Murry Ridge Lane
Murrysville, Pennsylvania 15668-8525
(724) 387-5200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Steven P. Fulton
Vice President and General Counsel
Respironics, Inc.
1010 Murry Ridge Lane
Murrysville, Pennsylvania 15668-8525
(724) 387-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Steven P. Fulton
Vice President and General Counsel
Respironics, Inc.
1010 Murry Ridge Lane
Murrysville, Pennsylvania 15668-8525
(724) 387-5200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated
filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
TABLE OF CONTENTS
EXPLANATORY NOTE
On March 3, 1997, Respironics, Inc. (the “Company”) filed a registration statement on Form S-8
(Reg. No. 333-22639) (the “Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) registering the offer and sale of 300,000 shares of common stock, par value $0.01 per
share, including the associated common stock acquisition rights (such rights, together with such
shares of Respironics’ common stock, the “Shares”). This Post-Effective Amendment No. 1 is an
amendment to the Registration Statement. On March 14, 2008 (the “Effective Time”), pursuant to the
Agreement and Plan of Merger, dated as of December 20, 2007, as amended, among the Company, Philips
Holding USA Inc. and Moonlight Merger Sub, Inc. (“Merger Sub”), Merger Sub merged with and into the
Company with the Company being the surviving corporation. All offerings under the Registration
Statement have been terminated. In accordance with the undertakings made by the Company to remove
from registration, by means of a post-effective amendment, any of the Shares registered under the
Registration Statement that remain unsold at the termination of the offerings, the Company hereby
removes from registration all such Shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Murrysville, State of
Pennsylvania on the 26th day of March 2008.
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RESPIRONICS, INC.
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By: |
/s/ John L. Miclot |
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Name: |
John L. Miclot |
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Title: |
Chief Executive Officer and President |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to
the Registration Statement has been signed by the following persons in the capacities indicated on
the 26th day of March 2008.
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| Signature |
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Capacity |
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| /s/ John L. Miclot |
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Chief Executive Officer and President
(Principal Executive Officer) |
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| /s/ Daniel J. Bevevino |
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Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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| /s/ Joseph E. Innamorati |
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Director |
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| /s/ Pamela L. Dunlap |
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Director |