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 21, 2004
TEMPUR-PEDIC INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-31922 33-1022198
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) 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 2.02. Results of Operations and Financial Condition.
On October 21, 2004, Tempur-Pedic International Inc. issued a press
release to announce its financial results for the third quarter ended September
30, 2004, including certain non-GAAP financial results, and to raise its
guidance for the full year 2004. This press release includes reconciliations of
such non-GAAP financial measures to the most directly comparable GAAP financial
measures and is furnished herewith as Exhibit 99.1 and incorporated by reference
herein.
The information in this report (including Exhibit 99.1) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing
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 7.01. Regulation FD Disclosure.
The information furnished under Item 2.02 of this Form 8-K, including
Exhibit 99.1 furnished herewith, is hereby incorporated by reference under this
Item 7.01 as if fully set forth herein.
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 October 21, 2004, titled "Tempur-Pedic
International Reports Record Third Quarter Revenue and Earnings; Raises Guidance
for 2004".
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 21, 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
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99.1 Press release dated October 21, 2004, titled "Tempur-Pedic
International Reports Record Third Quarter Revenue and Earnings; Raises
Guidance for 2004".