0001206264-20-000212.txt : 20200914 0001206264-20-000212.hdr.sgml : 20200914 20200914170039 ACCESSION NUMBER: 0001206264-20-000212 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200914 DATE AS OF CHANGE: 20200914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPUR SEALY INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001206264 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 331022198 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31922 FILM NUMBER: 201173766 BUSINESS ADDRESS: STREET 1: 1000 TEMPUR WAY CITY: LEXINGTON STATE: KY ZIP: 40511 BUSINESS PHONE: 800-878-8889 MAIL ADDRESS: STREET 1: 1000 TEMPUR WAY CITY: LEXINGTON STATE: KY ZIP: 40511 FORMER COMPANY: FORMER CONFORMED NAME: TEMPUR PEDIC INTERNATIONAL INC DATE OF NAME CHANGE: 20031202 FORMER COMPANY: FORMER CONFORMED NAME: TWI HOLDINGS INC DATE OF NAME CHANGE: 20021119 8-A12B/A 1 a9142020form8-aarightsplan.htm 8-A12B/A Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

Tempur Sealy International, Inc.
(Exact name of registrant as specified in its charter)

Delaware33-1022198
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)

1000 Tempur Way
Lexington, Kentucky  40511
(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registeredName of each exchange on which each class is to be registered
Preferred Stock Purchase RightsThe New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not Applicable.

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of Class)







EXPLANATORY NOTE

Tempur Sealy International, Inc., a Delaware corporation (“Tempur Sealy” or the “Company”) hereby amends the information set forth in the Registration Statement on Form 8-A filed by the Company on March 27, 2020, relating to the Rights Agreement, dated as of March 27, 2020 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), by adding the information set forth below.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.
Description of Registrant’s Securities to be Registered.

On September 11, 2020, the Board of Directors of the Company (the “Board”) adopted resolutions (the “Board Resolution”) accelerating the expiration of the Rights (as defined in the Rights Agreement) to the close of business on September 14, 2020, as permitted under the Rights Agreement, and provided notice of the Board Resolution to the Rights Agent. As a result of the Board Resolution, the Rights expired and the Rights Agreement terminated effective 5:00 p.m., New York City time, on September 14, 2020.

A copy of the Rights Agreement was filed with the Securities and Exchange Commission as Exhibit 4.1 to a Form 8-K on March 27, 2020, and is incorporated by reference herein.

Item 2.
Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Securities and Exchange Commission in connection with this Registration Statement.






SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date:  September 14, 2020
Tempur Sealy International, Inc.
By:/s/ Bhaskar Rao
Name:Bhaskar Rao
Title:Executive Vice President & Chief Financial Officer