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 5, 2005
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
Our October 5, 2005, Tempur-Pedic International Inc. issued a press release commenting on recent announcements regarding polyurethane foam and raw material within the furniture industry. 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
| (c) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release dated October 5, 2005, titled “Tempur-Pedic International Provides Update on Supply Chain.” |
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: October 5, 2005
| Tempur-Pedic International Inc.
| ||
| By: | /s/ Dale Williams | |
| Name: | Dale Williams | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated October 5, 2005, titled “Tempur-Pedic International Provides Update on Supply Chain.” |
Exhibit 99.1
TEMPUR-PEDIC INTERNATIONAL PROVIDES UPDATE ON SUPPLY CHAIN
No Shortages Or Other Disruptions Expected
LEXINGTON, KY — October 5, 2005 — Tempur-Pedic International Inc. (NYSE: TPX), the market-leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, commented today on recent announcements regarding the availability of polyurethane foam and raw material in the furniture industry.
President H. Thomas Bryant stated, “We have received several inquiries regarding possible shortages and other potential supply chain disruptions with respect to polyurethane foam and other raw materials. Although some companies in the industry appear to be facing supply shortages, we believe several factors are helping insulate Tempur-Pedic from these issues and we do not currently expect our business will be significantly impacted. First, we source chemicals from multiple suppliers on a global basis and, as part of our vertically integrated business model, we manufacture our own TEMPUR® material. In addition, we have worked with our existing suppliers to avoid any supply interruptions. We currently have adequate supplies of finished goods inventory, and our major suppliers currently report no significant impact from what is believed to be a temporary disturbance within the broader industry.”
Mr. Bryant continued, “In the updated financial guidance for 2005 that the Company announced on September 19, we noted that chemical prices and fuel charges had recently increased, and we included the estimated impact of those increases in our revised guidance. Our estimate of their anticipated impact has not changed significantly since that time.”
The Company will release its third-quarter results after the market closes on October 20, 2005 and will provide an update on these matters at that time. Details regarding the conference call to be held to discuss the Company’s results will be published in advance of the call.
Forward-Looking Statements
This release contains “forward-looking statements”, within the meaning of federal securities laws, including statements regarding the expected impact on the Company’s business from shortages and other supply chain disruptions of polyurethane foam and other raw materials and the estimated impact from chemical price increases and fuel surcharges. All forward looking statements contained in this release 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 and industry conditions; uncertainties arising from global events; rising commodity costs; actions of the Company’s suppliers; the effects of weather and other external events on the Company’s suppliers; and the Company’s ability generally to manage its supply chain. 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 “Business-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 Swedish Mattresses and Neck Pillows™ made from its proprietary TEMPUR® pressure-relieving material: a visco-elastic material that conforms to the body to provide support and help alleviate pressure points. Products are currently sold in 60 countries under the TEMPUR® and Tempur-Pedic® brand names. World headquarters for Tempur-Pedic International are in Lexington, KY.
For more information, visit http://www.tempurpedic.com or call 800-805-3635.
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