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): April 1, 2010
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
7.01 Regulation FD Disclosure
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On April 5, 2010, Tempur-Pedic
International Inc. issued a press release announcing that its Danish subsidiary
acquired its Canadian distributor, Tempur Canada, Inc. The transaction closed on
April 1, 2010. A copy of the press release is attached as Exhibit 99.1 to this
current report on Form 8-K and is incorporated herein by reference. 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.
Item 9.01 Financial Statements
and Exhibits
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(d)
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Exhibits
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Exhibit
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Description
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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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Tempur-Pedic International Inc.
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Date:
April 5, 2010
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By:
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/s/ DALE E. WILLIAMS | |
| Name: Dale E. Williams | |||
| Title: Executive Vice President, Chief Financial Officer & Secretary | |||
EXHIBIT
LIST
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Exhibit
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Description
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99.1
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TEMPUR-PEDIC
ANNOUNCES ACQUISITION OF CANADIAN DISTRIBUTOR
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-
Expects Transaction To Be Modestly Accretive in
2010
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LEXINGTON, KY, April 5, 2010 –
Tempur-Pedic International Inc. (NYSE: TPX), the leading
manufacturer, marketer and distributor of premium mattresses and pillows
worldwide, today announced it had acquired its Canadian distributor, Tempur
Canada, Inc.
Tempur
Canada has become a wholly-owned subsidiary and will continue to provide the
Canadian market with products from Tempur-Pedic. In 2009, Tempur-Pedic
International reported net sales of approximately $9 million to Tempur
Canada.
Chief
Executive Officer Mark Sarvary commented, “Prior to the acquisition, Canada was
the largest bedding market where we were represented by a third party
distributor. The Canadian market is large and our share is relatively low.
Tempur Canada has done a tremendous job of developing this market and has
positioned the Tempur-Pedic brand for increased investment. We are committed to
growing Canadian market share, and so we will increase our investments in
advertising and sales initiatives which over time we believe will drive
significant sales and earnings growth.”
The
acquisition follows similar transactions in Austria, Australia, China and New
Zealand over the last four years.
Mr.
Sarvary added, “We are pleased with the results we have experienced in driving
sales growth and improved profitability from recently acquired markets. In
2010, we expect the Canadian acquisition will be modestly accretive to
earnings.”
The
acquisition was effected through the Company's Dan-Foam ApS subsidiary, which is
the Company's primary foreign subsidiary and holds the Company's interests
in markets outside the U.S. The transaction closed on April 1, 2010. Financial
terms were not disclosed. The Company intends to update its financial guidance
when it announces its first quarter 2010 results on April 20,
2010.
Forward-looking
Statements
This
release contains "forward-looking statements,” within the meaning of federal
securities laws, which include information concerning one or more of the
Company's plans, objectives, goals, strategies, and other information that is
not historical information. When used in this release, the words "estimates,"
"expects," "anticipates," "projects," "plans," "intends," "believes," and
variations of such words or similar expressions are intended to identify
forward-looking statements. These forward-looking statements include, without
limitation, statements relating to the Company’s expectations for building on
its 2009 performance in 2010, and for net sales and earnings per share for 2010.
All forward looking statements are based upon current expectations and beliefs
and various assumptions. There can be no assurance that the Company will realize
these expectations or that these beliefs will prove correct.
There are
a number of risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements contained in this release.
Numerous factors, many of which are beyond the Company's control, could cause
actual results to differ materially from those expressed as forward-looking
statements. These risk factors include general economic,
financial and industry conditions, particularly in the retail sector,
as well as consumer confidence and the availability of consumer financing;
uncertainties arising from global events; the effects of changes in foreign
exchange rates on the Company’s reported earnings; consumer acceptance of the
Company’s products; industry competition; the efficiency and effectiveness of
the Company’s advertising campaigns and other marketing programs; the Company’s
ability to increase sales productivity within existing retail accounts and to
further penetrate the Company’s domestic retail channel, including the timing of
opening or expanding within large retail accounts; the Company’s ability to
address issues in certain underperforming international markets; the Company’s
ability to continuously improve and expand its product line, maintain efficient,
timely and cost-effective production and delivery of its products, and manage
its growth; changes in foreign tax rates, including the ability to utilize tax
loss carry forwards; and rising commodity costs. Additional information
concerning these and other risks and uncertainties are discussed in the
Company's filings with the Securities and Exchange Commission, including without
limitation the Company's annual report on Form 10-K under the headings "Special
Note Regarding Forward-Looking Statements" and "Risk Factors." Any
forward-looking statement speaks only as of the date on which it is made, and
the Company undertakes no obligation to update any forward-looking statements
for any reason, including to reflect events or circumstances after the date on
which such statements are made or to reflect the occurrence of anticipated or
unanticipated events or circumstances.
About
the Company
Tempur-Pedic
International Inc. (NYSE: TPX) manufactures and distributes mattresses and
pillows made from its proprietary TEMPUR(R) pressure-relieving material. It is
the worldwide leader in premium and specialty sleep. The Company is focused on
developing, manufacturing and marketing advanced sleep surfaces that help
improve the quality of life for people around the world. The Company's products
are currently sold in over 80 countries under the TEMPUR(R) and Tempur-Pedic(R)
brand names. World headquarters for Tempur-Pedic International is in Lexington,
KY. For more information, visit http://www.tempurpedic.com or call
800-805-3635.
Investor
Relations Contact:
Barry
Hytinen
Senior
Vice President
Tempur-Pedic
International
800-805-3635