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Form 8-K MATTRESS FIRM HOLDING For: Apr 07

April 8, 2015 6:02 AM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 7, 2015

 


 

MATTRESS FIRM HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware

 

001-35354

 

20-8185960

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5815 Gulf Freeway, Houston, Texas

 

77023

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (713) 923-1090

 

Not applicable

(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))

 

 

 



 

Item 7.01                   Regulation FD Disclosure.

 

On April 7, 2015, Mattress Firm Holding Corp., a Delaware corporation, issued a press release announcing the offering of 1,505,000 shares of common stock by certain selling stockholders pursuant to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 14, 2014.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.  The foregoing description is qualified by reference in its entirety to such exhibit.

 

This report on Form 8-K and the press release furnished as Exhibit 99.1 is neither an offer to sell nor a solicitation of an offer to buy any of the securities described herein, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 

Item 9.01                   Financial Statements and Exhibits.

 

(d)         Exhibits

 

99.1                       Press Release dated April 7, 2015.

 

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SIGNATURE

 

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.

 

 

MATTRESS FIRM HOLDING CORP.

 

 

Date: April 7, 2015

By:

/s/ Alexander S. Weiss

 

 

Alexander S. Weiss

 

 

Chief Financial Officer

 

3



 

Index to Exhibits

 

Exhibit
No.

 

Description

99.1

 

Press Release dated April 7, 2015.

 

4


Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

MATTRESS FIRM HOLDING CORP. ANNOUNCES PROPOSED SALE OF 1,505,000 SHARES OF COMMON STOCK BY SELLING STOCKHOLDERS

 

HOUSTON, April 7, 2015 /BUSINESSWIRE/—Mattress Firm Holding Corp. (the “Company”) (NASDAQ: MFRM) today announced the proposed sale of 1,505,000 shares of its common stock by certain selling stockholders, certain of whom are management or otherwise affiliated with directors of the Company, including investment funds affiliated with J.W. Childs Associates, L.P., to UBS Investment Bank, as the sole underwriter in the proposed registered public offering of those shares. The Company is not selling any shares of common stock in the proposed offering and will not receive any proceeds from the sale of common stock by the selling stockholders.

 

The Company has filed a shelf registration statement (including a prospectus) and will file a prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement, the accompanying prospectus, the registration statement and the documents that the Company has filed with the SEC and which are incorporated by reference therein for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at: www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from:

 

UBS Securities LLC

Attention: Prospectus Department

1285 Avenue of the Americas

New York, NY 10019

Telephone: (888) 827-7275

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Mattress Firm

 

Houston-based Mattress Firm is one of the nation’s leading specialty bedding retailers, offering a broad selection of both traditional and specialty mattresses from leading manufacturers, bedding accessories and related products.

 

Forward-Looking Statements

 

This press release contains forward-looking statements relating to the proposed offering and participation of selling stockholders in the offering. These forward-looking statements involve risks and uncertainties, including the Company’s ability to complete the offering in its expected timeframe or at all and which stockholders will want to sell shares in the offering. Additional risks are discussed in the Company’s filings with the SEC, including those appearing under the heading “Item 1A. Risk Factors” in the Company’s most recent Annual Report on Form 10-K.

 

Investor Relations Contact: Brad Cohen, [email protected], 713-343-3652

 

Media Contact: Joanna Singleton, [email protected], 214-269-4401

 

###

 

5815 Gulf Freeway · Houston, TX · 77023 · Phone: 713-923-1090 · Fax: 713-923-1096

 




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