As filed with the Securities and Exchange Commission on December 10, 2001
================================================================================
Registration No. 333-______
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
SELECT COMFORT CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1597886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6105 TRENTON LANE NORTH
MINNEAPOLIS, MINNESOTA 55442
(Address of principal executive offices) (Zip code)
-----------------------
1997 STOCK INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
-----------------------
MARK A. KIMBALL
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SELECT COMFORT CORPORATION
6105 TRENTON LANE NORTH
MINNEAPOLIS, MN 55442
(763) 551-7070
(Name, address and telephone number,
including area code, of agent for service)
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
------------------------
CALCULATION OF REGISTRATION FEE
======================================== ============= ================ ================ ============
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE FEE(2)
- ---------------------------------------- ------------- ---------------- ---------------- ------------
1997 Stock Incentive Plan
Common Stock, par value $0.01 per share 4,000,000 $2.16 $8,640,000 $2,064.96
- ---------------------------------------- ------------- ---------------- ---------------- ------------
1999 Employee Stock Purchase Plan
Common Stock, par value $0.01 per share 500,000 $1.99 $995,000 $ 237.81
======================================== ============= ================ ================ ============
(1) Represents increases in the total number of shares reserved for issuance
under the Select Comfort Corporation 1997 Stock Incentive Plan and the
Select Comfort Corporation 1999 Employee Stock Purchase Plan. An aggregate
of 2,397,082 shares has been previously registered under registration
statements on Form S-8 (File Nos. 333-70493 and 333-84329) with respect to
the 1997 Stock Incentive Plan, and an aggregate of 500,000 shares has been
previously registered under a registration statement on Form S-8 (File No.
333-80755) with respect to the 1999 Employee Stock Purchase Plan. In
addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement includes an indeterminate number of additional shares
that may be offered and sold as a result of anti-dilution provisions
described in the above-described plans.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(c) and (h) under the
Securities Act as follows: (i) with respect to options previously granted
under the 1997 Stock Incentive Plan, on the basis of the weighted average
exercise price of these option grants, (ii) with respect to options to be
granted under the 1997 Stock Incentive Plan, on the basis of the average
between the high and low sales prices of the registrant's common stock on
December 4, 2001 on the over-the-counter market, as reported by the Nasdaq
National Market, and (ii) with respect to shares to be purchased under the
1999 Employee Stock Purchase Plan, on the basis of the average between the
high and low sales prices of the registrant's common stock on December 4,
2001 on the over-the-counter market, as reported by the Nasdaq National
Market.
================================================================================
STATEMENT UNDER GENERAL INSTRUCTION E --
REGISTRATION OF ADDITIONAL SECURITIES
The registrant, Select Comfort Corporation, previously filed registration
statements on Form S-8 with the Securities and Exchange Commission (SEC File
Nos. 333-70493 and 333-84329) in connection with the registration of an
aggregate of 2,397,082 shares of Select Comfort common stock to be issued under
Select Comfort Corporation 1997 Stock Incentive Plan and a registration
statement on Form S-8 (SEC File No. 333-80755) in connection with the
registration of an aggregate of 500,000 shares of Select Comfort common stock to
be issued under the Select Comfort Corporation 1999 Employee Stock Purchase
Plan.
Pursuant to General Instruction E of Form S-8, this registration statement
is filed by Select Comfort solely to register an additional 4,000,000 shares of
Select Comfort common stock reserved for issuance under the 1997 Stock Incentive
Plan and an additional 500,000 shares of Select Comfort common stock reserved
for issuance under the 1999 Employee Stock Purchase Plan. These increases were
approved by Select Comfort's board of directors on March 2, 2000, February 13,
2001 and May 1, 2001 and by Select Comfort's shareholders on May 18, 2000 and
July 17, 2001. Pursuant to Instruction E, the contents of Select Comfort's
previously filed registration statements on Form S-8 (SEC File Nos. 333-70493,
333-84329 and 333-80755) are hereby incorporated by reference into this
registration statement pursuant to General Instruction E of Form S-8.
In addition, the following documents previously filed (File No. 0-25121)
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") are, as of their respective dates, incorporated
by reference in this registration statement:
(a) The Annual Report on Form 10-K of Select Comfort Corporation
for the fiscal year ended December 30, 2000 (which incorporates by
reference certain portions of Select Comfort's definitive proxy
statement for Select Comfort's 2001 Annual Meeting of Shareholders);
(b) All other reports filed pursuant to Section 13 (a) or 15 (d)
of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(c) The description of Select Comfort's common stock contained in
a registration statement filed pursuant to the Exchange Act, together
with any amendments or reports filed for the purpose of updating that
description.
In addition, all documents filed by Select Comfort pursuant to Sections 13
(a), 13 (c), 14, or 15 (d) of the Exchange Act after the date of this
registration statement and before the filing of a post-effective amendment that
indicates that all shares of common stock offered have been sold, or that
deregisters all shares of common stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this registration
statement from the date of filing of those documents.
Any statement contained in a document incorporated (or deemed to be
incorporated) by reference herein, shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that such statement is
modified or superseded by any other subsequently filed document that is or is
deemed to be incorporated by reference herein. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
1
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith)
23.1 Consent of KPMG LLP (filed herewith)
23.2 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included on the signature page to this
registration statement)
2
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 of filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on December 10,
2001.
SELECT COMFORT CORPORATION
By: /s/William R. McLaughlin
--------------------------------------------
William R. McLaughlin
President and Chief Executive Officer
(principal executive officer)
By: /s/James C. Raabe
--------------------------------------------
James C. Raabe
Chief Financial Officer
(principal financial and accounting officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints William
R. McLaughlin and James C. Raabe, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on December 10, 2001 by the following
persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
/s/Patrick A. Hopf Chairman of the Board
- ----------------------------
Patrick A. Hopf
/s/William R. McLaughlin President and Chief Executive Officer and Director
- ----------------------------
William R. McLaughlin
/s/Thomas J. Albani Director
- ----------------------------
Thomas J. Albani
/s/Christopher P. Kirchen Director
- ----------------------------
Christopher P. Kirchen
/s/David T. Kollat Director
- ----------------------------
David T. Kollat
/s/Ervin R. Shames Director
- ----------------------------
Ervin R. Shames
/s/Jean-Michel Valette Director
- ----------------------------
Jean-Michel Valette
3
SELECT COMFORT CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NO. ITEM METHOD OF FILING
- ------- ---------------------------------------------------- -------------------------------
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP......... Filed herewith.
23.1 Consent of KPMG LLP................................. Filed herewith.
23.2 Consent of Oppenheimer Wolff & Donnelly LLP........ Included in Exhibit 5.1.
24.1 Power of Attorney................................... Included on the signature page
to this registration statement.
EXHIBIT 5.1
[Oppenheimer Wolff & Donnelly LLP Letterhead]
December 5, 2001
Select Comfort Corporation
6105 Trenton Lane North
Minneapolis, MN 55442
RE: SELECT COMFORT CORPORATION
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Select Comfort Corporation, a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 4,500,000
shares of common stock, par value $0.01 per share (the "Common Stock") of the
Company issuable under the Company's 1997 Stock Incentive Plan and 1999 Employee
Stock Purchase Plan, pursuant to a registration statement on Form S-8 filed with
the Securities and Exchange Commission (the "Registration Statement"). The
4,500,000 shares of Common Stock of the Company issuable under the Company's
1997 Stock Incentive Plan and the 1999 Employee Stock Purchase Plan
(collectively, the "Plans") are collectively referred to herein as the "Shares."
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection with our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the Plans as set forth in the Registration Statement,
will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
/s/ Oppenheimer Wolff & Donnelly LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Select Comfort Corporation:
We consent to the use of our reports incorporated herein by reference.
Our reports dated February 2, 2001, except with respect to Notes 1 & 10 which
are as of April 12, 2001, contain an explanatory paragraph that states that the
Company has incurred negative cash flows that raise substantial doubt about its
ability to continue as a going concern. The consolidated financial statements
and financial statement schedule do not include any adjustments that might
result from the outcome of that uncertainty.
/s/KPMG LLP
Minneapolis, Minnesota
December 7, 2001