-----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, WYkWnZfSeG47vji7pb2UosVXdKMUMtCLf3gZbL4Mx1TLuLzCkcm3f2hRmOg0lRHA H/1mEL/1btPbl4X2Ilr1Pw== 0000950134-03-007411.txt : 20030509 0000950134-03-007411.hdr.sgml : 20030509 20030509080120 ACCESSION NUMBER: 0000950134-03-007411 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-103469 FILED AS OF DATE: 20030509 EFFECTIVENESS DATE: 20030509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELECT COMFORT CORP CENTRAL INDEX KEY: 0000827187 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 410157886 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-105099 FILM NUMBER: 03689012 BUSINESS ADDRESS: STREET 1: 6105 TRENTON LANE NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55442 BUSINESS PHONE: 7635517000 S-3MEF 1 c76982s3sv3mef.txt FORM S-3MEF As filed with the Securities and Exchange Commission on May 9, 2003 Registration No. 333-_____ ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- 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 MINNEAPOLIS, MN 55442 (763) 551-7000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) WILLIAM R. MCLAUGHLIN PRESIDENT AND CHIEF EXECUTIVE OFFICER SELECT COMFORT CORPORATION 6105 TRENTON LANE NORTH MINNEAPOLIS, MN 55442 (763) 551-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: THOMAS R. MAREK, ESQ. CHRISTOPHER T. JENSEN, ESQ. AMY E. CULBERT, ESQ. STEPHANIE M. GULKIN, ESQ. OPPENHEIMER WOLFF & DONNELLY LLP MORGAN, LEWIS & BOCKIUS LLP 45 SOUTH SEVENTH STREET 101 PARK AVENUE PLAZA VII, SUITE 3400 NEW YORK, NY 10178 MINNEAPOLIS, MN 55442 (212) 309-6000 (612) 607-7000 ----------------------- Approximate date of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If the only securities being registered on this form are being offered pursuant to dividend or investment reinvestment plans, please check the following box: [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, check the following box: [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] 333-103469. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] ____________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ] ----------------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================================== TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 1,184,500 $13.00 $15,398,500 $1,245.74 ===================================================================================================================================
(1) Includes 154,500 shares, which the underwriters have the option to purchase to cover over-allotments, if any. ----------------------- THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. ================================================================================ EXPLANATORY NOTE This registration statement is being filed with respect to the registration of additional shares of common stock, $0.01 par value per share, of Select Comfort Corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended (this "Rule 462(b) Registration Statement"). The contents of Select Comfort's registration statement on Form S-3, as amended (Reg. No. 333-103469) (the "Initial Registration Statement"), which was declared effective as of 3:00 p.m., Eastern Time on May 8, 2003, are incorporated into this Rule 462(b) Registration Statement by reference. The final prospectus of the Initial Registration Statement will reflect the aggregate amount of securities registered in this Rule 462(b) Registration Statement and the Initial Registration Statement. We hereby certify to the Securities and Exchange Commission (the "Commission") that (1) we have instructed our bank to pay the Commission the filing fee of $1,245.74 for the additional securities being registered under this Registration Statement as soon as practicable (but in any event no later than the close of business on May 9, 2003); (2) we will not revoke such instructions; (3) we have sufficient funds in the relevant account to cover the amount of the filing fee; and (4) we undertake to confirm receipt of such instructions by the bank on May 9, 2003. 1 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 for filing on Form S-3 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 May 8, 2003. SELECT COMFORT CORPORATION By: /s/ William R. McLaughlin ----------------------------------------- William R. McLaughlin President and Chief Executive Officer (principal executive officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed as of May 8, 2003 by the following persons in the capacities indicated. NAME TITLE - ---- ----- * - ---------------------------- Chairman of the Board Patrick A. Hopf /s/ William R. McLaughlin President and Chief Executive Officer, - ---------------------------- Director (principal executive officer) William R. McLaughlin /s/ James C. Raabe Senior Vice President and Chief Financial - ---------------------------- Officer (principal financial and accounting James C. Raabe officer) * - ---------------------------- Director Thomas J. Albani * - ---------------------------- Director Christopher P. Kirchen 2 * - ---------------------------- Director David T. Kollat * - ---------------------------- Director Michael A. Peel * - ---------------------------- Director Trudy A. Rautio * - ---------------------------- Director Ervin R. Shames * - ---------------------------- Director Jean-Michel Valette /s/ William R. McLaughlin - ---------------------------- Attorney-in-fact* William R. McLaughlin 3 SELECT COMFORT CORPORATION REGISTRATION STATEMENT ON FORM S-3 INDEX TO EXHIBITS
NO. ITEM METHOD OF FILING --- ---- ---------------- 1.1 Form of Underwriting Agreement........................... Incorporated by reference to Exhibit 1.1 contained in Select Comfort's Registration Statement on Form S-3 (Reg. No. 333-103469). 4.1 Restated Articles of Incorporation of Select Comfort Corporation.............................................. Incorporated by reference to Exhibit 3.1 contained in Select Comfort's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-25121). 4.2 Restated Bylaws of Select Comfort Corporation............ Incorporated by reference to Exhibit 3.2 contained in Select Comfort's Registration Statement on Form S-1, as amended (Reg. No. 333-62793). 4.3 Registration Rights Agreement dated June 6, 2001 among Select Comfort Corporation and the investors signatory thereto.................................................. Incorporated by reference to Exhibit 10.7 contained in Select Comfort's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001 (File No. 0-25121). 4.4 Common Stock Purchase Warrant issued to Medallion Capital, Inc. under the Loan Agreement of September 28, 2001...... Incorporated by reference to Exhibit 10.3 contained in Select Comfort's Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2001 (File No. 0-25121). 5.1 Opinion of Oppenheimer Wolff & Donnelly LLP.............. Filed electronically herewith. 23.1 Consent of KPMG LLP, Independent Auditors................ Filed electronically herewith. 23.2 Consent of Oppenheimer Wolff & Donnelly LLP.............. Included in Exhibit 5.1. 24.1 Power of Attorney........................................ Incorporated by reference to Exhibit 24.1 contained in Select Comfort's Registration Statement on Form S-3 (Reg. No. 333-103469).
4 EX-5.1 3 c76982s3exv5w1.txt OPINON/CONSENT OF OPPENHEIMER WOLFF & DONNELLY LLP Exhibit 5.1 [OPPENHEIMER WOLFF & DONNELLY LLP LETTERHEAD] May 8, 2003 Select Comfort Corporation 6105 Trenton Lane North Minneapolis, Minnesota 55442 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Select Comfort Corporation, a Minnesota corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 (the "Rule 462(b) Registration Statement") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), filed by the Company with the Securities and Exchange Commission under the Act relating to the offer and sale by the selling shareholders (the "Selling Shareholders") named in the Initial Registration Statement (as defined below) of up to 1,030,000 additional shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and 154,500 shares of Common Stock that may be purchased at the option of the underwriters to cover over-allotments, if any (collectively, the "Additional Shares"). The Rule 462(b) Registration Statement relates to the Company's Registration Statement on Form S-3, (Registration No. 333-103469) filed with the Securities and Exchange Commission (the "Commission") on February 27, 2003 under the Act and Pre-Effective Amendments Nos. 1, 2, 3, 4 and 5 to such Registration Statement filed with the Commission on April 3, 2003, April 15, 2003, April 17, 2003, April 17, 2003 and May 7, 2003, respectively (the "Registration Statement"), relating to the sale of 5,992,500 shares of Common Stock (including 772,500 shares subject to an over-allotment option). In acting as counsel for the Company and arriving at the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates or statements of officers of the Company, certificates of public officials and other documents we have deemed necessary or appropriate as a basis for the opinions expressed herein. As to the various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon officers of the Company. In connection with our examination, we have assumed the genuineness of all signatures, the authenticity of all documents tendered to us as originals, the legal capacity of natural persons and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, and subject to the qualifications and limitations stated herein, it is our opinion that: 1. The Additional Shares, which are being offered and sold by the Selling Shareholders pursuant to the Rule 462(b) Registration Statement, are validly issued, fully paid and non-assessable. We express no opinion with respect to laws other than those of the State of Minnesota and the federal laws of the United States of America, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Rule 462(b) Registration Statement, to its use as part of the 462(b) Registration Statement, including the prospectus constituting a part thereof, as originally filed and as subsequently amended or supplemented. Very truly yours, /s/ Oppenheimer Wolff & Donnelly LLP OPPENHEIMER WOLFF & DONNELLY LLP EX-23.1 4 c76982s3exv23w1.txt CONSENT OF KPMG LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Select Comfort Corporation: We consent to the use of our reports included or incorporated by reference herein and to the reference to our firm under the caption "Experts" in the prospectus. /s/ KPMG LLP Minneapolis, Minnesota May 8, 2003 -----END PRIVACY-ENHANCED MESSAGE-----