As filed with the Securities and Exchange Commission on August 2, 1999
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, SUITE 100
MINNEAPOLIS, MN 55442
(Address of Principal Executive Offices) (Zip Code)
-----------------------
SELECT COMFORT CORPORATION
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
-----------------------
MARK A. KIMBALL
SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE COUNSEL AND GENERAL COUNSEL
SELECT COMFORT CORPORATION
6105 TRENTON LANE NORTH, SUITE 100
MINNEAPOLIS, MN 55442
(612) 551-7000
(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
===================== ================= ========================= ========================== ================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1)(2) PRICE PER UNIT (3) OFFERING PRICE (3) REGISTRATION FEE
--------------------- ----------------- ------------------------- -------------------------- ----------------
Common Stock, par 1,000,000 $7.14 $7,140,000 $1,984.92
value $0.01 per share shares (2)
===================== ================= ========================= ========================== ================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be offered and sold as a
result of anti-dilution provisions described in the above-referenced
employee benefit plan.
(2) Represents the increase in the total number of shares reserved for issuance
under Select Comfort's 1997 Stock Incentive Plan. An aggregate of 1,397,082
shares has been previously registered under a Registration Statement on Form
S-8 (Reg. No. 333-70493). This Registration Statement also covers such an
indeterminate number of additional shares as may be issued pursuant to the
antidilution provisions of the 1997 Stock Incentive Plan.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee. The calculations are based on the average high and low
reported sales prices of Select Comfort's common stock on July 26, 1999, on
the over-the-counter market, as reported by the Nasdaq National Market.
================================================================================
STATEMENT UNDER GENERAL INSTRUCTION E --
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 1,000,000 shares of common stock, par
value $0.01 per share, of Select Comfort reserved for issuance under Select
Comfort's 1997 Stock Incentive Plan. This increase was approved by the unanimous
vote of the Board of Directors of Select Comfort on February 24, 1999 and by the
shareholders of Select Comfort on June 8, 1999. Pursuant to Instruction E, the
contents of Select Comfort's Registration Statement on Form S-8, File No.
333-70493, including without limitation periodic reports that Select Comfort
filed, or will file, after such Form S-8 to maintain current information about
Select Comfort, are hereby incorporated by reference into this Registration
Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In a July press release, the Company released 1999 second quarter earnings
of $0.02 per share compared to analyst's consensus estimate of $0.15 per share.
In July 1999, the Company and certain of its officers and directors were
named as defendants in six lawsuits seeking class action filed by Select Comfort
shareholders in U.S. District Court in Minnesota. The named plaintiffs, who
purport to act on behalf of a class of purchasers of the Company's common stock
during the period from January 25, 1999 to June 7, 1999, charge the defendants
with violations of the federal securities laws. The suits allege a scheme to
defraud or deceive purchasers of the Company's common stock through defendants
nondisclosures and misrepresentations of material financial information
concerning the Company. The complaints do not specify an amount of damages
claimed. The Company believes that the complaints are without merit and intends
to vigorously defend the claims.
In a July press release, the Company disclosed that Daniel J. McAthie has
resigned as president and CEO. The Company has begun the search process for a
new CEO, and the board of directors has formed a search committee.
ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
23.1 Consent of Oppenheimer Wolff & Donnelly LLP
(included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (see page 2)
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Select Comfort
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 July 29, 1999.
SELECT COMFORT CORPORATION
By:/s/Patrick A. Hopf
Patrick A. Hopf
President and Chief Executive Officer and
Chairman of the Board
(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 Patrick
A. Hopf 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 July 29, 1999 by the following persons
in the capacities indicated.
SIGNATURE TITLE
/s/Patrick A. Hopf President and Chief Executive Officer,
Patrick A. Hopf Chairman of the Board and Director
Vice Chairman of the Board and Director
H. Robert Hawthorne
/s/Thomas J. Albani Director
Thomas J. Albani
/s/Christopher P. Kirchen Director
Christopher P. Kirchen
2
/s/David T. Kollat Director
David T. Kollat
Director
William J. Lansing
/s/Lawrence P. Murphy Director
Lawrence P. Murphy
/s/Ervin R. Shames Director
Ervin R. Shames
/s/Jean-Michel Valette Director
Jean-Michel Valette
3
INDEX TO EXHIBITS
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 page 2 of this
Registration Statement.
EXHIBIT 5.1
[Oppenheimer Wolff & Donnelly LLP Letterhead]
August 2, 1999
Select Comfort Corporation
6105 Trenton Lane North, Suite 100
Minneapolis, Minnesota 55442
RE: SELECT COMFORT CORPORATION
REGISTRATION STATEMENT ON FORM S-8
Ladies/Gentlemen:
We have acted as counsel to Select Comfort Corporation, a Minnesota corporation
(the "Company"), in connection with the registration by the Company of an
additional 1,000,000 shares (the "Shares") of common stock, $.01 par value per
share (the "Common Stock"), of the Company issuable under the Company's 1997
Stock Incentive Plan (the "Plan"), pursuant to a Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on August 2, 1999 (the
"Registration Statement").
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 genuiness 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 Plan 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,
OPPENHEIMER WOLFF & DONNELLY LLP
/s/Oppenheimer Wolff & Donnelly LLP
1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our reports incorporated herein by reference in this
Registration Statement on Form S-8.
KPMG LLP
/s/KPMG LLP
Minneapolis, Minnesota
August 2, 1999