Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) November 2, 2004

 

 

TEMPUR-PEDIC INTERNATIONAL INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware   001-31922   33-1022198

(State or other jurisdiction

of incorporation)

   (Commission File No.)  

(I.R.S. Employer

Identification No.)

 

1713 Jaggie Fox Way

Lexington, Kentucky 40511

(Address of principal executive offices) (Zip Code)

 

(800) 878-8889

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

¨ 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 7.01. Regulation FD Disclosure.

 

On November 2, 2004, Tempur-Pedic International Inc. issued a press release announcing it had filed a registration statement with the Securities and Exchange Commission for an offering by certain of its stockholders of 10,000,000 shares of the Company’s Common Stock (plus up to an additional 1,500,000 shares of Common Stock that may be sold pursuant to the exercise of the underwriters’ over-allotment option). The Company will not be selling any shares for its own account. This press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

 

The information in this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 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 shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired.

 

Not applicable.

 

(b) Pro Forma Financial Information.

 

Not applicable.

 

(c) Exhibits.

 

99.1. Press release dated November 2, 2004, titled “Tempur-Pedic International Inc. Files for Secondary Public Offering by Selling Stockholders.”

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 2, 2004

 

Tempur-Pedic International Inc.

By:

  

/s/    Robert B. Trussell, Jr.

Name:

   Robert B. Trussell, Jr.

Title:

   President and Chief Executive Officer

EXHIBIT INDEX

 

Exhibit
  

Description

99.1   Press release dated November 2, 2004, titled “Tempur-Pedic International Inc. Files for Secondary Public Offering by Selling Stockholders.”