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)
RESPIRONICS, INC.
2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
RESPIRONICS, INC.
2005 NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION 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 November 16, 2005,
Respironics, Inc. (the “Company”) filed a registration statement on Form S-8
(Reg. No. 333-129738) (the “Registration Statement”) with the Securities and
Exchange Commission (the ”SEC“) registering deferred compensation obligations
in the aggregate amount of $25,000,000 (the ”Securities“). 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 Securities registered under the Registration
Statement that remain unsold at the termination of the offerings, the Company
hereby removes from registration all such Securities.
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 |