As filed with the Securities and Exchange Commission on April 22, 2002
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Registration No. 333-85914
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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SELECT COMFORT CORPORATION PROFIT SHARING AND 401(K) PLAN
(Full title of the plan)
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MARK A. KIMBALL
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SELECT COMFORT CORPORATION
6105 TRENTON LANE NORTH
MINNEAPOLIS, MINNESOTA 55442
(763) 551-7070
(Name, address and telephone number,
including area code, of agent for service)
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is filed solely to reflect a revised
consent letter of KPMG LLP filed as Exhibit 23.1.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT NO.
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5.1 Opinion of Oppenheimer Wolff & Donnelly LLP (previously filed).
23.1 Consent of KPMG LLP (filed herewith).
23.2 Consent of Oppenheimer Wolff & Donnelly LLP (previously filed).
24.1 Power of Attorney (previously filed).
The Registrant hereby undertakes that it will submit or have submitted in a
timely manner the Plan and any amendment thereto to the Internal Revenue Service
for purposes of obtaining a determination letter that the Plan is qualified
under Section 401 of the Internal Revenue Code of 1986, as amended, and has made
or will make all changes required by the Internal Revenue Service in order to
qualify the Plan.
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 Post-Effective
Amendment No. 1 to Registration Statement No. 333-85914 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on April 22, 2002.
SELECT COMFORT CORPORATION
By: /s/ William R. McLaughlin
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William R. McLaughlin
President and Chief Executive Officer
(principal executive officer)
By: /s/ James C. Raabe
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James C. Raabe
Chief Financial Officer
(principal financial and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on April 22, 2002 by the following
persons in the capacities indicated.
SIGNATURE TITLE
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* Chairman of the Board
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Patrick A. Hopf
/s/ William R. McLaughlin President and Chief Executive Officer
- ----------------------------------- and Director
William R. McLaughlin
* Director
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Thomas J. Albani
* Director
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Christopher P. Kirchen
* Director
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David T. Kollat
* Director
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Ervin R. Shames
* Director
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Jean-Michel Valette
*By: /s/ James C. Raabe
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James C. Raabe
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Select Comfort Corporation Profit Sharing and 401(k) Plan have
duly caused this Post-Effective Amendment No. 1 to Registration Statement
333-85914 to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on April 22, 2002.
SELECT COMFORT CORPORATION
PROFIT SHARING AND 401(k) PLAN
By: /s/ Thomas F. Masloski, Jr.
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Thomas F. Masloski, Jr.
Director of Compensation and Benefits
SELECT COMFORT CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
NO. ITEM METHOD OF FILING
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP....Previously filed.
23.1 Consent of KPMG LLP............................Filed herewith.
23.2 Consent of Oppenheimer Wolff & Donnelly LLP....Previously filed.
24.1 Power of Attorney..............................Previously filed.
EXHIBIT 23.1
The Board of Directors
Select Comfort Corporation
We consent to the use of our reports incorporated herein by reference.
KPMG LLP
/s/ KPMG LLP
Minneapolis, Minnesota
April 9, 2002