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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
_____________________________
Select Comfort Corporation
(Exact name of registrant issuer as specified in its charter)
Minnesota 41-1597886
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6105 Trenton Lane North, Suite 100
Minneapolis, Minnesota 55442
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
None.
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), 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), check the following box. [X]
Securities Act registration statement file number to which this from relates:
333-62793.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates herein by reference the sections entitled
"Description of Capital Stock--Common Stock," "Description of Capital
Stock--Registration Rights" and "Description of Capital Stock--Provisions
with Potential Anti-Takeover Effect" in the Prospectus portion of the
Registrant's Registration Statement on Form S-1 (Reg. No. 333-62793) filed by
the Registrant under the Securities Act of 1933, as amended, on September 3,
1998, as amended in Pre-Effective Amendment No. 1 filed on October 29, 1998,
Pre-Effective Amendment No. 2 filed on November 16, 1998 and Pre-Effective
Amendment No. 3 filed on November 25, 1998, as the same may be subsequently
amended by amendments to the Registration Statement, and to the extent
applicable, such sections of any prospectus relating to such Registration
Statement filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
The following is a list of all exhibits filed as part of this Registration
Statement:
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Exhibit 1 - Registrant's Articles of Incorporation (to be effective
upon the consummation of the offering) (incorporated by
reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-62793)
(the "Registration Statement"))
Exhibit 2 - Registrant's Bylaws (to be effective upon the
consummation of the offering) (incorporated by
reference to Exhibit 3.2 to the Registration Statement)
Exhibit 3 Form of Warrant issued in connection with the sale of
Convertible Preferred Stock, Series E (incorporated by
reference to Exhibit 4.2 to the Registration Statement)
Exhibit 4 Form of Warrant issued in connection with the November
1996 Bridge Financing (incorporated by reference to
Exhibit 4.3 to the Registration Statement)
Exhibit 5 Amended and Restated Registration Rights Agreement
dated December 28, 1995 (incorporated by reference to
Exhibit 4.4 to the Registration Statement)
Exhibit 6 First Amendment to Series E Stock Purchase Agreement
and Amended and Restated Registration Rights Agreement
dated April 25, 1996 (incorporated by reference to
Exhibit 4.5 to the Registration Statement)
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Exhibit 7 Second Amendment to Amended and Restated Registration
Rights Agreement dated as of November 1, 1996
(incorporated by reference to Exhibit 4.6 to the
Registration Statement)
Exhibit 8 Second (sic) Amendment to Amended and Restated
Registration Rights Agreement dated March 24, 1997
(incorporated by reference to Exhibit 4.7 to the
Registration Statement)
Exhibit 9 Series A Warrant effective as of March 31, 1998 issued
to General Electric Capital Corporation (incorporated
by reference to Exhibit 4.8 to the Registration
Statement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
SELECT COMFORT CORPORATION
Dated: November 30, 1998 By: /s/ H. Robert Hawthorne
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H. Robert Hawthorne
Its President and Chief Executive Officer
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SELECT COMFORT CORPORATION
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM 8-A
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EXHIBIT METHOD OF FILING
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Exhibit 1 Registrant's Articles of Incorporation (to be effective Incorporated by reference
upon the consummation of the offering)................. to Exhibit 3.1 to the
Registrant's Registration
Statement on Form S-1
(Reg. No. 333-62793) (the
"Registration Statement")
Exhibit 2 Registrant's Bylaws (to be effective upon the Incorporated by reference
consummation of the offering).......................... to Exhibit 3.2 to the
Registration Statement
Exhibit 3 Form of Warrant issued in connection with the sale of Incorporated by reference
Convertible Preferred Stock, Series E.................. to Exhibit 4.2 to the
Registration Statement
Exhibit 4 Form of Warrant issued in connection with the Incorporated by reference
November 1996 Bridge Financing......................... to Exhibit 4.3 to the
Registration Statement
Exhibit 5 Amended and Restated Registration Rights Incorporated by reference
Agreement dated December 28, 1995...................... to Exhibit 4.4 to the
Registration Statement
Exhibit 6 First Amendment to Series E Stock Purchase Incorporated by reference
Agreement and Amended and Restated Registration to Exhibit 4.5 to the
Rights Agreement dated April 25, 1996.................. Registration Statement
Exhibit 7 Second Amendment to Amended and Restated Incorporated by reference
Registration Rights Agreement dated as of November to Exhibit 4.6 to the
1, 1996................................................ Registration Statement
Exhibit 8 Second (sic) Amendment to Amended and Restated Incorporated by reference
Registration Rights Agreement dated March 24, 1997..... to Exhibit 4.7 to the
Registration Statement
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Exhibit 9 Series A Warrant effective as of March 31, 1998 Incorporated by reference
issued to General Electric Capital Corporation......... to Exhibit 4.8 to the
Registration Statement
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