-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kaorg+WXm6HL07b26PX9zEjPkP7qZS4VJMOrH7rnoL4VVKU9RopVbdnvKvaZlExx VXe0I576hod6oz5Pr9hYOw== 0000827187-05-000029.txt : 20050611 0000827187-05-000029.hdr.sgml : 20050611 20050526102553 ACCESSION NUMBER: 0000827187-05-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050526 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELECT COMFORT CORP CENTRAL INDEX KEY: 0000827187 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 411597886 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25121 FILM NUMBER: 05858459 BUSINESS ADDRESS: STREET 1: 6105 TRENTON LANE NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55442 BUSINESS PHONE: 7635517000 MAIL ADDRESS: STREET 1: 6105 TRENTON LANE NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55442 8-K 1 may26058k.txt MAY 26 2006 8K 401K 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 26, 2005 SELECT COMFORT CORPORATION (Exact name of registrant as specified in its charter) Minnesota (State or other jurisdiction of incorporation or organization) 0-25121 41-1597886 (Commission File No.) (IRS Employer Identification No.) 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)) 1 ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. On May 26, 2005, Select Comfort Corporation (the "Company") sent a notice to its directors and executive officers, informing them that the Select Comfort Profit Sharing and 401(k) Plan (the "Plan") will be entering a "blackout period" due to a transition in providers of record-keeping and investment management services. The blackout period is scheduled to begin at 3:00 p.m. Central Daylight Time on Wednesday, June 22, 2005 and to end on July 11, 2005. During the blackout period, participants in the Plan will not be able to initiate a transfer from one investment option to another investment option, obtain a loan, or obtain a distribution or withdrawal. In connection with the notice of the blackout period to Plan participants, directors and executive officers of the Company were notified that, during the blackout period, they are prohibited from purchasing, selling or otherwise acquiring or transferring equity securities of the Company. The notice to directors and executive officers was provided pursuant to Section 306 of the Sarbanes-Oxley Act of 2002. A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual beginning and ending dates of the blackout period, by contacting the Company's General Counsel at 6105 Trenton Lane North, Minneapolis, MN 55442, telephone: (763) 551-7000. 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. SELECT COMFORT CORPORATION (Registrant) Dated: May 26, 2005 By: /s/ Mark A. Kimball ---------------------------- Title: Senior Vice President ------------------------- 2 INDEX TO EXHIBITS The exhibit listed in this index is being furnished pursuant to Item 9.01 of Form 8-K and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any document filed under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing. Exhibit No. Description of Exhibit - ---------- ---------------------- 99.1 Notice to Directors and Executive Officers of Select Comfort Corporation dated May 26, 2005 3 EX-99 2 ex991052605401k.txt EXHIBIT 52605 401K EXHIBIT 99.1 ------------ Important Notice Regarding The Select Comfort Profit Sharing and 401(k) Plan Blackout Period and Restrictions on Your Rights to Trade Select Comfort Corporation Common Stock during the Blackout Period To: Select Comfort Corporation Directors and Executive Officers From: Mark A. Kimball, Senior Vice President & General Counsel Date: May 26, 2005 The purpose of this notice is to inform you that the Select Comfort Profit Sharing and 401(k) Plan (the "Plan") will be entering a "blackout period" due to a transition in record-keeping and investment management services from Met Life to Prudential Retirement. The blackout period will begin at 3:00 p.m. Central Daylight Time on Wednesday, June 22, 2005 and is scheduled to end on July 11, 2005. If the transition does not occur as planned, however, the end of the blackout period could be delayed beyond July 11, 2005. During the blackout period, participants in the Plan will not be able to initiate a transfer from one investment option to another investment option, obtain a loan, or obtain a distribution or withdrawal. The Securities and Exchange Commission ("SEC") has implemented rules under the Sarbanes-Oxley Act of 2002 (P.L. 107-204) (the "Sarbanes-Oxley Act") which apply to 401(k) plan blackout periods. Generally, the Sarbanes-Oxley Act prohibits directors and executive officers of an issuer from trading in the issuer's equity securities during certain periods when the issuer's employees are unable to purchase or sell the issuer's equity securities held in 401(k) or similar plans. These periods are commonly referred to as "blackout periods." Since the assets of the Plan include shares of common stock of Select Comfort Corporation, the rules under the Sarbanes-Oxley Act referenced above apply to directors and executive officers of Select Comfort during the blackout period. Because you are a director or executive officer of Select Comfort, please note that, during the blackout period for the Plan, you will be prohibited from purchasing, selling or otherwise acquiring or transferring shares of common stock of Select Comfort or any related derivative security (such as an option) if you acquired such stock or security in connection with your service or employment as a director or executive officer with Select Comfort. This prohibition applies to securities you hold both inside and outside the Plan. Under applicable SEC rules, there is a presumption that any securities sold during a blackout period are not exempt from the rule (that is, the individual corporate insider bears the burden of proving that the securities were not "acquired in connection with service or employment"). The above prohibition is in addition to the normal restrictions on trading activity that apply under the Select Comfort Policy and Procedure on Trading in Securities by Directors, Officers and Employees. Note that the trading window is scheduled to be closed under this policy from May 30 through July 29, 2005, so the blackout period arising from the transition of the Plan to a new provider will not create any additional restrictions unless we are required to extend the blackout period beyond July 29, 2005. As always, you should pre-approve any transaction in Select Comfort securities with the company's General Counsel. Violations of the insider trading prohibition arising under the Sarbanes-Oxley Act described above will allow Select Comfort or a shareholder acting on behalf of Select Comfort to bring an action to recover the profits realized by the director or executive officer. In addition, the SEC may bring an action, including civil injunction proceedings, cease-and-desist actions, civil penalties and all other remedies available to the SEC under the Securities Exchange Act of 1934, including, in some cases, criminal penalties. A notice was mailed on May 20, 2005 to all participants in the Plan to inform them of the details of the blackout period. This notice to directors and executive officers is being given in order to comply with the requirements of Section 306(a) of the Sarbanes-Oxley Act. While we anticipate a smooth transition of record-keeping and investment management services for the Plan to Prudential Retirement, we will notify you in the event that an extension of the blackout period becomes necessary. If you have any questions concerning this notice, please contact Mark Kimball at 763-551-7000, or at Select Comfort Corporation, 6105 Trenton Lane North, Minneapolis, MN 55442. 2 -----END PRIVACY-ENHANCED MESSAGE-----