Form 8-K MATTRESS FIRM HOLDING For: Apr 07
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 |
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001-35354 |
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20-8185960 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
5815 Gulf Freeway, Houston, Texas |
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77023 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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.
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.
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MATTRESS FIRM HOLDING CORP. | |
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Date: April 7, 2015 |
By: |
/s/ Alexander S. Weiss |
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Alexander S. Weiss |
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Chief Financial Officer |
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 nations 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 Companys 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 Companys filings with the SEC, including those appearing under the heading Item 1A. Risk Factors in the Companys 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
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5815 Gulf Freeway · Houston, TX · 77023 · Phone: 713-923-1090 · Fax: 713-923-1096
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