As filed with the Securities and Exchange Commission on January 12, 1999
Registration No. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, SUITE 100
MINNEAPOLIS, MN 55442
(Address of Principal Executive (Zip Code)
Offices)
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SELECT COMFORT CORPORATION 1997 STOCK INCENTIVE PLAN
SELECT COMFORT CORPORATION 1990 OMNIBUS STOCK OPTION PLAN
(Full title of the plan)
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DANIEL J. MCATHIE
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
CHIEF OPERATING OFFICER AND SECRETARY
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)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PRICE PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $.01 par 2,514,167 $13.86 $34,841,734 $9,686.00
value per share
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, (the "Securities Act"), this Registration Statement includes an
indeterminate number of additional shares which may be offered and sold as
a result of anti-dilution provisions described in the above-referenced
plans.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act as follows: (i) with respect to options to purchase shares
previously granted under the plans, on the basis of the weighted average
exercise price of such option grants, and (ii) with respect to options to
be granted under the plans, on the basis of the average between the high
and low sales prices of the Registrant's Common Stock on January 7, 1999 on
the over-the-counter market, as reported by the Nasdaq National Market.
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PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Select Comfort Corporation (the
"Registrant" or the "Company") (File No. 0-25121) with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(1) The Company's Registration Statement on Form S-1 (File No.
333-62793), together with all amendments thereto, which was declared
effective by the Commission on December 3, 1998 (the "S-1 Registration
Statement").
(2) The Company's Prospectus, dated December 4, 1998, filed with the
Commission pursuant to Rule 424(b) under the Securities Act in connection
with the S-1 Registration Statement, in which there are set forth audited
consolidated financial statements for the Registrant for the three-year
period ended January 3, 1998 and the nine-month period ended October 3, 1998.
(3) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on November 30,
1998 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to this
Registration Statement have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Oppenheimer Wolff & Donnelly LLP, Minneapolis,
Minnesota. Mark A. Kimball, a member of Oppenheimer Wolff & Donnelly LLP,
beneficially owns 2,000 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation limit the liability of its
directors to the fullest extent permitted by the Minnesota Business
Corporation Act. Specifically, directors of the Company will not be
personally liable for monetary damages for breach of fiduciary duty as
directors, except liability for (i) any breach of the duty of loyalty to the
Company or its shareholders, (ii) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) dividends
or other distributions of corporate assets that are in contravention of
certain statutory or contractual restrictions, (iv) violations of certain
Minnesota securities laws, or (v) any transaction from which the director
derives an improper personal benefit. Liability under federal securities law
is not limited by the Company's Articles of Incorporation.
Minnesota Statutes, Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, employee or agent of the
corporation made or threatened to be made a party to a proceeding, by reason
of the former or present official capacity (as defined) of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding if certain statutory
standards are met. "Proceeding" means a threatened, pending or completed
civil, criminal, administrative, arbitration or investigative proceeding,
including one by or in the right of the corporation. Section 302A.521
contains detailed terms regarding such right of indemnification and reference
is made thereto for a complete statement of such indemnification rights. The
Company's Articles of Incorporation also require the Company to provide
indemnification to the fullest extent of the Minnesota indemnification
statute.
The Company also maintains a directors and officers insurance policy
pursuant to which directors and officers of the Company are insured against
liability for certain actions in their capacity as directors and officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable. No securities are to be re-offered or resold pursuant
to this Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT NO.
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5.1 Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith).
23.1 Consent of KPMG Peat Marwick LLP (filed herewith).
23.2 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on page 6 of this Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities
Act") if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act, and is therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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
January 8, 1999.
SELECT COMFORT CORPORATION
By: /s/ H. Robert Hawthorne
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H. Robert Hawthorne
President and Chief Executive Officer
(principal executive officer)
By: /s/ Daniel J. McAthie
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Daniel J. McAthie
Executive Vice President, Chief Financial
Officer, Chief Operating Officer and
Secretary
(principal financial and accounting officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints H.
Robert Hawthorne and Daniel J. McAthie, 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 January 8, 1999 by the following
persons in the capacities indicated.
SIGNATURE TITLE
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/s/ H. Robert Hawthorne President and Chief Executive Officer
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H. Robert Hawthorne
/s/ Ervin R. Shames Chairman of the Board and Director
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Ervin R. Shames
Director
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Thomas J. Albani
/s/ Patrick A. Hopf Director
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Patrick A. Hopf
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/s/ Christopher P. Kirchen Director
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Christopher P. Kirchen
/s/ David T. Kollat Director
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David T. Kollat
/s/ Kenneth A. Macke Director
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Kenneth A. Macke
/s/ Jean-Michel Valette Director
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Jean-Michel Valette
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INDEX TO EXHIBITS
NO. ITEM METHOD OF FILING
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5.1 Opinion of Oppenheimer Wolff &
Donnelly LLP........................... Filed herewith.
23.1 Consent of KPMG Peat Marwick LLP....... Filed herewith.
23.2 Consent of Oppenheimer Wolff &
Donnelly LLP........................... Included in Exhibit 5.1.
24.1 Power of Attorney...................... Included on page 6 of this
Registration Statement.