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
of
Report (Date of earliest event reported):
May
15, 2006
SELECT
COMFORT CORPORATION
(
Exact
name of registrant as specified in its charter
)
Minnesota
(State
or
other jurisdiction of incorporation or organization)
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0-25121
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41-1597886
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(Commission
File No.)
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(IRS
Employer Identification No.)
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6105
Trenton Lane North, Minneapolis, Minnesota 55442
(Address
of principal executive offices)
(Zip
Code)
(763)
551-7000
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
5.03.
AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
In
connection with a previously announced stock split of the common stock of Select
Comfort Corporation (the “Company”), on May 15, 2006 the Company filed an
amendment to its Third Restated Articles of Incorporation. The amendment, which
becomes effective at 5:00 p.m. CST on the effective date of the stock split
(June 8, 2006), reflects the increase in the shares of authorized stock
resulting from the stock split. The Articles of Amendment are filed as Exhibit
3.1 to this Report.
ITEM
9.01.
FINANCIAL
STATEMENTS AND EXHIBITS
(c)
Exhibits.
Exhibit
3.1
Articles
of Amendment to Third Restated Articles of Incorporation of the Company, filed
on May 15, 2006.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SELECT
COMFORT CORPORATION
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(Registrant)
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Dated:
May 16, 2006
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By:
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Title:
Senior
Vice President
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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3.1
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Articles
of Amendment to Third Restated Articles of Incorporation of the Company,
filed on May 15, 2006
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Exhibit
3.1
ARTICLES
OF AMENDMENT
TO
THIRD
RESTATED ARTICLES OF INCORPORATION
OF
SELECT
COMFORT CORPORATION
Pursuant
to Minnesota Statutes, Section 302A.402, Subd. 3(b) and Section
302A.139
Select
Comfort Corporation, a Minnesota corporation (the “Corporation”), certifies to
the Minnesota Secretary of State as follows:
1.
Under
the
Corporation’s current Articles of Incorporation, the Corporation’s authorized
capital stock consists of one-hundred million (100,000,000) shares of capital
stock, ninety-five million (95,000,000) of which are designated as Common Stock,
$0.01 par value, and five million (5,000,000) of which are Undesignated
Preferred Stock, $0.01 par value. The Corporation presently has approximately
35,892,293 shares of Common Stock issued and outstanding and an aggregate of
approximately 5,812,874 shares of Common Stock reserved for future issuance
under the Corporation’s stock plans and outstanding warrants to purchase the
Corporation’s shares. The Corporation presently has no shares of Undesignated
Preferred Stock issued and outstanding.
2.
On
May
10, 2006, the Board of Directors of the Corporation, acting pursuant to
Minnesota Statutes, Section 302A.402, authorized and declared a 3-for-2 stock
split of the Corporation’s outstanding Common Stock. Following such stock split,
the Corporation would have approximately 53,838,439 shares of Common Stock
issued and outstanding and an aggregate of approximately 8,719,311 shares of
Common Stock reserved for future issuance under the Corporation’s stock plans
and outstanding warrants to purchase the Corporation’s shares, or a total of
62,557,750 shares issued and outstanding and reserved for future
issuance.
3.
Minnesota
Statutes, Section 302A.402, Subd. 3(a) provides that in effecting a share
division under that subsection, the board of directors of a corporation may
amend the corporation’s articles of incorporation to increase the number of
authorized shares. The Board of Directors of the Corporation has determined
that
in implementing the stock split referred to in Paragraph 2 above, it is in
the
best interests of the Corporation and its shareholders to increase the
Corporation’s authorized Common Stock by amending the Corporation’s Articles of
Incorporation in the manner hereinafter set forth.
4.
Pursuant
to Minnesota Statutes, Section 302A.402, Subd. 3(b), the Corporation hereby
certifies that:
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(a)
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The
amendment set forth below will not adversely affect the rights or
preferences of the holders of outstanding shares of any class or
series of
the Corporation.
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(b)
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The
amendment set forth below will not result in the percentage of authorized
shares of any class or series that remains unissued after the stock
split
referred to above exceeding the percentage of authorized shares of
that
class or series that were unissued before such stock
split.
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5.
Pursuant
to Minnesota Statutes, Section 302.139, the Corporation states that the name
of
the Corporation is Select Comfort Corporation; that the amendment set forth
below has been adopted pursuant to Minnesota Statutes, Chapter 302A and, more
specifically, has been adopted by the Board of Directors of the Corporation
acting alone pursuant to Minnesota Statutes, Section 302A.402, Subd. 3; and
that
the amendment adopted is as follows:
Article
III of the Corporation’s Third Restated Articles of Incorporation is hereby
amended to read in its entirety as follows:
“The
Corporation, through its Board of Directors, is authorized to issue up to
one-hundred forty-seven million five hundred thousand (147,500,000) shares
of
capital stock, one-hundred forty-two million five hundred thousand (142,500,000)
shares of which are designated as Common Stock, and five million (5,000,000)
shares of which are designated as the "Undesignated Preferred Stock," and all
of
which shall have a par value of $0.01 per share.
The
Undesignated Preferred Stock may be issued from time to time in one or more
series. For each series, the Board of Directors must fix, prior to the issuance
of any shares thereof, pursuant to the authority hereby expressly vested in
it,
a distinctive designation or title, the number of shares in each series, the
voting powers (full, limited or no voting powers), the preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof.”
6.
These
Articles of Amendment shall become effective at 5:00 p.m. CDT on June 8,
2006.
IN
WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to
be
signed in its name and on its behalf by the officer named below on May 15,
2006
SELECT
COMFORT
CORPORATION
By:
Mark
A. Kimball,
Secretary
