UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
November 1, 2017
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SLEEP NUMBER CORPORATION
(Exact name of registrant as specified in its charter)
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Minnesota
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0-25121
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41-1597886
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1001 Third Avenue South,
Minneapolis, Minnesota
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55404
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(Address of principal executive offices)
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(Zip Code)
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(763) 551-7000
(Registrant’s telephone number, including area code)
Select Comfort Corporation
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 27, 2017, Select Comfort Corporation (the “Company”) filed Articles of Amendment to Articles of Incorporation with the Minnesota Secretary of State to amend Article I of the Company’s Third Restated Articles of Incorporation, as amended, to change the name of the corporation to “Sleep Number Corporation”. The effective date of the Articles of Amendment is Wednesday, November 1, 2017 at 12:00 a.m. CDT. A copy of the Articles of Amendment to Articles of Incorporation is filed herewith as Exhibit 3.1.
Item 7.01
Regulation FD Disclosure.
On November 1, 2017, the Company announced that it filed Articles of Amendment to Articles of Incorporation with the Minnesota Secretary of State to amend Article I of the Company’s Third Restated Articles of Incorporation, as amended, to change the name of the corporation to “Sleep Number Corporation” effective 12:00 a.m. CDT, on November 1, 2017. In addition, in connection with the name change, the Company’s ticker symbol was changed to “SNBR” which change will be effective at the start of trading on Wednesday, November 1, 2017. The Company’s common stock will continue to trade on The NASDAQ Global Select Market.
Finally, the Company also announced that it moved its Company headquarters and changed its principal executive offices to 1001 Third Avenue South, Minneapolis, Minnesota, 55404.
The full text of the Company’s November 1, 2017 press release issued in connection with these announcements is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description of Exhibit
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3.1
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99.1
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SIGNATURES
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.
Dated: November 1, 2017
SLEEP NUMBER CORPORATION
By:
/s/ David R. Callen
Name: David R. Callen
Title: Senior Vice President and Chief Financial Officer
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
THIRD RESTATED ARTICLES OF INCORPORATION
OF
SELECT COMFORT CORPORATION
The undersigned, Mark A. Kimball, being the Secretary of Select Comfort Corporation (the “Corporation”), a corporation organized under and subject to the provisions of Minnesota Statutes, Chapter 302A, does hereby certify to the Minnesota Secretary of State as follows:
1. Pursuant to Minnesota Statutes, Section 302A.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.135, Subd. 7; and the amendment adopted is as follows:
Article I of the Corporation’s Third Restated Articles of Incorporation, as amended, is hereby amended to read in its entirety as follows:
“The name of the Corporation is Sleep Number Corporation.”
2. These Articles of Amendment shall become effective at 12:00 a.m. CDT on November 1, 2017.
I, the undersigned, certify that I am authorized to execute this amendment and I further certify that I understand that by signing this amendment, I am subject to the penalties of perjury as set forth in Section 609.48 as if I had signed this amendment under oath.
IN WITNESS WHEREOF, I have hereunto set my hand this 27
th
day of October, 2017.
SELECT COMFORT CORPORATION
By:
/s/ Mark A. Kimball
Mark A. Kimball, Secretary
Exhibit 99.1
Select Comfort Changes Name to Sleep Number
Also changes ticker symbol to SNBR on November 1
MINNEAPOLIS, November 1, 2017
- Select Comfort Corporation, the leader in sleep innovation, announces that effective today it changed its name to Sleep Number Corporation with NASDAQ ticker symbol SNBR.
“The alignment of our corporate name with our renowned consumer brand is an important progression in our company’s continued evolution as the sleep innovation leader,” said Shelly Ibach, president and chief executive officer of Sleep Number. “With our smart, effortless sleep technology, we are improving our customers’ well-being by redefining quality sleep.”
Through its proprietary sleep innovations, life-long customer relationships and extraordinary retail experience, Sleep Number is changing the way people think about sleep.
Powered by the latest in biometric sleep tracking, the Sleep Number 360™ smart bed, the company’s most advanced innovation to date, intuitively senses and automatically adjusts comfort to keep partners on both sides of the bed sleeping soundly all night. SleepIQ® technology - the operating platform of the bed - integrates hardware, software and design to deliver effortless adjustability, sleep tracking and connectivity. Gathering hundreds of data points per second, SleepIQ senses each sleeper’s heart rate, breathing rate and movement, and integrates the smart mattress and the FlexFit™ adjustable base to automatically adjust for restful sleep all night long. SleepIQ technology also delivers a personal SleepIQ® score and individualized insights to customers each morning, helping them understand the changes they can make to their comfort, lifestyle and environment to improve their sleep and therefore their overall well-being.
About Sleep Number
Thirty years ago, Sleep Number transformed the mattress industry with the idea that ‘one size does not fit all’ when it comes to sleep. Today, the company is the leader in sleep innovation and ranked “Highest in Customer Satisfaction with Mattresses” by J.D. Power in 2015 and 2016. As the pioneer in biometric sleep tracking and adjustability, Sleep Number is proving the connection between quality sleep and health and well-being. Dedicated to individualizing sleep experiences, the company’s 4,000 team members are improving lives with innovative sleep solutions. To find better quality sleep visit one of the more than 550 Sleep Number® stores located in 49 states or
SleepNumber.com
. For additional information, visit our
newsroom
and
investor relations
site.
Contacts
Dave Schwantes, Sleep Number; (763) 551-7498;
investorrelations@sleepnumber.com
Maggie Habashy, Sleep Number; (763)-551-6986;
maggie.habashy@sleepnumber.com
Lou Ann Olson, Tunheim; (952)-851-7226;
lolson@tunheim.com
Media Note
Sleep Number multimedia assets are available to download
here.
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