form8k.htm
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) October 16,
2007
TEMPUR-PEDIC
INTERNATIONAL INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31922
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33-1022198
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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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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02 Results from Operations and Financial
Condition
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On
October 18, 2007, Tempur-Pedic
International Inc. (the “Company”) issued a press release to announce its
financial results for the third quarter ended September 30, 2007, updated
guidance for the 2007 fiscal year and a new stock repurchase authorization
for
$300 million. 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 to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed 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.
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
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On
October 16, 2007, the Board of
Directors of the Company adopted the Second Amended and Restated By-laws of
the
Company (the “By-laws”) to allow for the issuance of uncertificated
shares. By being able to issue uncertificated shares, the Company may
now participate in the Direct Registration System, which is currently
administered by The Depository Trust Company. The New York Stock
Exchange has recently required that all NYSE-listed companies be eligible to
participate in the Direct Registration System. The Direct
Registration System allows investors to have securities registered in their
names without the issuance of physical certificates and allows investors to
electronically transfer securities to broker-dealers in order to effect
transactions without the risks and delays associated with transferring physical
certificates. The amendment to the By-laws also provides that each registered
stockholder shall be entitled to a stock certificate upon written request to
the
transfer agent or registrar of the Company.
The
full text of the By-laws, as
amended, is filed as Exhibit 3.1 and incorporated herein by
reference.
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Item
7.01. Regulation FD
Disclosure
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The
information furnished under Item
2.02 of this Form 8-K, including Exhibit 99.1 furnished herewith, is hereby
incorporated by reference under this Item 7.01 as if fully set forth
herein.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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Description
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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, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: October 18,
2007
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Tempur-Pedic
International
Inc. |
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By:
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/s/ H.
Thomas Bryant |
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Name:
H. Thomas Bryant |
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Title:
President and Chief
Executive Officer |
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Exhibit
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Description
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3.1
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99.1
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