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~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~November 9,~~Act ~~2006~~of 1934

Date of Report (Date of earliest event reported): June 18, 2007

COLOR KINETICS INCORPORATED

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware		000-50798		04-3391805
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)


Delaware (State or other jurisdiction of incorporation or organization)		000-50798 (Commission File Number)		04-3391805 (IRS Employer Identification No.)

10 Milk Street, ~~Suite 1100,~~ Boston, Massachusetts ~~02108~~ (Address of principal executive offices) 02108 (Zip Code)

~~(617) 423-9999 (~~Registrant’s telephone number, including area code: (617) 423-9999

Not Applicable (Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the ~~form~~Form 8-K filing is intended to simultaneously satisfy ~~the~~ the filing obligation of the registrant under any of the following provisions (see General ~~Instruction~~ Instruction A.2. below).:

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

~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~1

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
	Item 7.01 Regulation FD Disclosure
	ITEM 8.01. OTHER EVENTS.
SIGNATURES
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Ex-1.1 Equity Underwriting Agreement
SIGNATURE
Ex-7.1 Press Release dated 11-10-2006
EX-2.3 Agreement and Plan of Merger
EX-99.1 Joint press release dated June 19, 2007
EX-99.2 Press release dated June 19, 2007 issued by the Company
EX-99.3 Letter from William J. Sims
EX-99.4 Letter from Mr. Sims to OEM partners
EX-99.5 Letter from Mr. Sims to North America manufacturer's sales reps
EX-99.6 Letter from Theo van Duersen
EX-99.7 Slides for employee meeting

~~Item~~ ITEM 1.01 ~~Entry~~ENTRY ~~into~~INTO aA ~~Material~~MATERIAL ~~Definitive~~DEFINITIVE ~~Agreement~~AGREEMENT.

On ~~November~~June 918, ~~2006~~2007, Color Kinetics Incorporated, a Delaware corporation (the “Company”) entered into an ~~Equity Underwriting~~ Agreement ~~with Deutsche Bank Securities Inc., CIBC World Markets Corp., ThinkEquity Partners LLC~~ and ~~Canaccord~~Plan ~~Adams~~of ~~Inc.~~Merger (~~collectively~~ the “~~Underwriters~~Merger Agreement”) by and ~~with~~among ~~certain selling stockholders of~~ the Company, Philips ~~(collectively~~Holding ~~the “Selling Stockholders”)~~USA, ~~relating to the sale of an aggregate of 3~~Inc.,~~609,000~~ ~~shares~~a ofDelaware ~~the~~corporation ~~Company’s~~(“Philips”) ~~common~~and ~~stock~~Black by& ~~the~~White ~~Company~~Merger ~~and~~Sub, ~~the Selling Stockholders~~Inc., a ~~Certain~~Delaware ofcorporation ~~the~~and ~~Selling~~a ~~Stockholders~~wholly ~~also~~owned ~~granted~~subsidiary anof ~~option~~Philips to(“Sub”) ~~the~~pursuant ~~Underwriters~~ to ~~purchase~~which ~~up to an~~Philips ~~additional~~will ~~541,350~~acquire ~~shares~~all of ~~common~~the ~~stock~~outstanding ~~within~~equity ~~30 days~~interests ~~after~~of the ~~offering, to cover over-allotments, if any~~Company. The ~~price~~Merger toAgreement ~~the~~was signed ~~public~~following isa tocompetitive beprocess ~~$19.00~~in ~~per~~which ~~share~~Deutsche Bank Securities, ~~and~~Inc. ~~the~~acted ~~net~~as ~~proceeds~~financial ~~before~~advisor ~~expenses~~ to the Company ~~from the offering are expected to be approximately $35~~.~~9 million.~~ ~~The Company will not receive any of the net proceeds from the sale of shares by the Selling Stockholders.~~

A The ~~copy~~following summary of the ~~Equity~~transaction ~~Underwriting~~is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached ~~hereto~~ as Exhibit 12.13 to this Current Report, and ~~incorporated~~by ~~herein~~any reports, definitive proxy statements or information statements filed by ~~reference~~the Company with the Securities Exchange Commission subsequent to this Current Report under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that relate to the transaction.

~~Item 7~~ In accordance with the Merger Agreement, the Company will merge (the “Merger”) with and into Sub, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Philips.01 ~~Regulation FD~~The ~~Disclosure~~merger consideration will consist of $34.00 in cash per share of common stock, par value $0.001 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than shares held by the Company, Philips or Sub, which will be canceled and retired).

OnThe transaction ~~November 10,~~has ~~2006,~~been approved unanimously by the Company’s ~~issued~~board aof ~~press~~directors ~~release~~and ~~announcing~~is ~~the~~subject ~~pricing~~to stockholder ofapproval, ~~the offering.~~regulatory Aapprovals ~~copy~~and ofother ~~the~~customary ~~press~~closing ~~release~~conditions. isThe ~~attached~~Company expects ~~hereto~~the astransaction ~~Exhibit 7.1~~to ~~and~~close ~~incorporated~~in ~~herein~~the ~~by reference~~third quarter of 2007.

~~SIGNATURES~~ The Merger Agreement contains representations and warranties that the Company and Philips made to each other as of the date of the Merger Agreement or other specific dates, and such representations and warranties should not be relied upon by any other person. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the Company and Philips and are subject to important qualifications and limitations agreed to by the Company and Philips in connection with negotiating the Merger Agreement. You should not rely on the representations and warranties as accurate or complete characterizations of the actual state of facts as of any specified date, since they are modified in important part by the underlying disclosure schedules and are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk between the Company and Philips rather than establishing matters as facts.

~~Pursuant~~ITEM to8.01. ~~the~~OTHER ~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~EVENTS.

~~COLOR~~ On ~~KINETICS~~June 19, ~~INCORPORATED~~2007, ~~By:~~the ~~/s/~~Company ~~David~~and K.Philips ~~Johnson~~issued ~~David~~press K.releases ~~Johnson~~announcing ~~Senior~~that ~~Vice~~they ~~President~~had entered into the Merger Agreement, copies of which are attached hereto as Exhibit 99.1 and ~~Chief~~99.2 ~~Financial~~and incorporated ~~Officer~~by reference herein.

~~Date:~~ In ~~November~~addition, the following communications were issued by Philips and the Company on or about June 1319, ~~2006~~2007, copies of which are also attached as exhibits to this Current Report:


•	Letter from William J. Sims Chief Executive Officer of the Company to employees of the Company	Exhibit 99.3

•	Letter from Mr. Sims to OEM partners of the Company	Exhibit 99.4

•	Letter from Mr. Sims to North America manufacturer’s sales representatives of the Company	Exhibit 99.5

•	Letter from Theo van Duersen, Chief Executive of Philips’ Lighting division, to employees of the Company	Exhibit 99.6

•	Slides for employee meeting	Exhibit 99.7

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:


Exhibit No.		Description of Exhibit
2.3		Agreement and Plan of Merger by and among Color Kinetics Incorporated, Philips Holding USA, Inc. and Black & White Merger Sub, Inc. dated as of June 18, 2007*
99.1		Joint press release dated June 19, 2007 issued by Philips and the Company
99.2		Press release dated June 19, 2007 issued by the Company
99.3		Letter from William J. Sims, Chief Executive Officer of the Company to employees of the Company
99.4		Letter from Mr. Sims to OEM partners of the Company
99.5		Letter from Mr. Sims to North America manufacturer’s sales representatives of the Company
99.6		Letter from Theo van Duersen, Chief Executive of Philips’ Lighting division, to employees of the Company
99.7		Slides for employee meeting


*		Exhibits and schedules are omitted but will be furnished to the Commission supplementally upon request.

Other information provided through any internet addresses or links noted in the press release furnished with this Form 8-K shall not be considered furnished or otherwise incorporated in this Form 8-K.

EXHIBIT INDEX


Exhibit No.		Description of Exhibit
2.3		Agreement and Plan of Merger by and among Color Kinetics Incorporated, Philips Holding USA, Inc. and Black & White Merger Sub, Inc. dated as of June 18, 2007*
99.1		Joint press release dated June 19, 2007 issued by Philips and the Company
99.2		Press release dated June 19, 2007 issued by the Company
99.3		Letter from William J. Sims, Chief Executive Officer of the Company to employees of the Company
99.4		Letter from Mr. Sims to OEM partners of the Company
99.5		Letter from Mr. Sims to North America manufacturer’s sales representatives of the Company
99.6		Letter from Theo van Duersen, Chief Executive of Philips’ Lighting division, to employees of the Company
99.7		Slides for employee meeting


*		Exhibits and schedules are omitted but will be furnished to the Commission supplementally upon request.

SIGNATURE

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.


	COLOR KINETICS INCORPORATED
	a Delaware corporation
	(Registrant)

Date: June 20, 2007	By:	/s/ David K. Johnson

		Name:	David K. Johnson
		Title:	Chief Financial Officer

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