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) September 8, 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 September 7, 2004, Tempur-Pedic International Inc. issued a press release announcing the building of a new manufacturing plant in Albuquerque, New Mexico. The press release is attached hereto as Exhibit 99.1 and incorporated herein.

 

The press release contains “forward-looking statements,” which include information concerning one or more of the Company’s plans, objectives, goals, strategies, future revenues and performance, capital expenditures, financing needs and other information that is not historical information. When used in the press 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. All forward-looking statements, including, without limitation, management’s expectations regarding the construction schedule, the new plant’s ability to meet manufacturing needs and create jobs and the Company’s anticipated growth, 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 the press 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. Certain of these risk factors are discussed in the Company’s filings with the Securities and Exchange Commission, including 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 to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

 

The information in this report shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

 

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 September 7, 2004, titled “Tempur-Pedic International Announces Building of New Plant in New Mexico.”

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: September 8, 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 September 7, 2004, titled “Tempur-Pedic International Announces Building of New Plant in New Mexico.”