-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LHebcHohrubgz9VrUKL+YtE/3vVAVdqlaLJRB2fe4FPzeuSHWk/pofg8CzIUZTud zHcJsCJFWIZWKvvGN/FM3A== 0000912057-00-025831.txt : 20000523 0000912057-00-025831.hdr.sgml : 20000523 ACCESSION NUMBER: 0000912057-00-025831 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000522 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SELECT COMFORT CORP CENTRAL INDEX KEY: 0000827187 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 410157886 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55269 FILM NUMBER: 641425 BUSINESS ADDRESS: STREET 1: 10400 VIKING DRIVE, SUITE 400 CITY: MINNEAPOLIS STATE: MN ZIP: 55344 BUSINESS PHONE: (612) 918-3000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL COMPANIES INC /MN/ CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Select Comfort Corporation -------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share -------------------------------------- (Title of Class of Securities) 81616X 10 3 -------------- (CUSIP Number) Bruce A. Backberg Senior Vice President The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 (651) 310-7916 ---------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 2000 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: Page 1 of 11 CUSIP NO. 81616X 10 3 SCHEDULE 13D Page 2 of 11
- ---------------------------- ----------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) The St. Paul Companies, Inc. - ---------------------------- ----------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) / / (b) / / - ---------------------------- ----------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------- ----------------------------------------------------------------------------------------- SOURCE OF FUNDS 4 WC - ---------------------------- ----------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ---------------------------- ----------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota corporation - ---------------------------- ---------------------- ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 ---------------------- ------------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 5,891,051 (see Item 5) ---------------------- ------------------------------------------------------------------ REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ---------------------- ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,891,051 (see Item 5) - ---------------------------- ----------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,891,051 (see Item 5) - ---------------------------- ----------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES / / Not Applicable - ---------------------------- ----------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 32.8% - ---------------------------- ----------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, IC and CO - ---------------------------- -----------------------------------------------------------------------------------------
Page 2 of 11 CUSIP NO. 81616X 10 3 SCHEDULE 13D Page 3 of 11
- ---------------------------- ----------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) St. Paul Fire and Marine Insurance Company - ---------------------------- ----------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) / / (b) / / - ---------------------------- ----------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------- ----------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - ---------------------------- ----------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ---------------------------- ----------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota corporation - ---------------------------- ---------------------- ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 ---------------------- ------------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 5,891,051 (see Item 5) ---------------------- ------------------------------------------------------------------ REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ---------------------- ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,891,051 (see Item 5) - ---------------------------- ----------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,891,051 (see Item 5) - ---------------------------- ----------------------------------------------------------------------------------------- 12 CHECK BOX If THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES / / Not Applicable - ---------------------------- ----------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 32.8% - ---------------------------- ----------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC and CO - ---------------------------- -----------------------------------------------------------------------------------------
Page 3 of 11 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D relates to the common stock, par value $.01 per share (the "Common Stock"), of Select Comfort Corporation, a Minnesota corporation ("Select Comfort"). The address of the principal executive offices of Select Comfort is 10400 Viking Drive, Suite 400, Eden Prairie, Minnesota 55344. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed by and on behalf of The St. Paul Companies, Inc. ("The St. Paul") and St. Paul Fire and Marine Insurance Company ("F&M"). The St. Paul and F&M are sometimes collectively referred to herein as the "Reporting Persons." (b) The principal business address of each of the Reporting Persons is 385 Washington Street, St. Paul, Minnesota 55102. (c) Each of the Reporting Persons is a Minnesota corporation and is principally engaged in the insurance business. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable Information called for by Items 2-6 of this Schedule 13D concerning the directors and executive officers of each of the Reporting Persons is set forth in Exhibit 1 attached hereto and incorporated herein by this reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On May 19, 2000, St. Paul Venture Capital V, LLC ("SPVC V"), a subsidiary of each of the Reporting Persons, purchased in an open market brokerage transaction 15,000 shares of Common Stock of Select Comfort at a purchase price of $3.63 per share (including brokers' commissions), an aggregate purchase price of $54,375.00. Corporate funds of SPVC V were used to purchase the 15,000 shares. Since May 8, 2000, SPVC V has purchased in open market brokerage transactions an aggregate of 168,400 shares of Common Stock of Select Comfort for an aggregate purchase price of $640,985.00. Corporate funds of SPVC V were used to purchase all of these shares. No funds used to purchase any of the shares of Common Stock reported on this statement were borrowed. Page 4 of 11 ITEM 4. PURPOSE OF TRANSACTION. On May 19, 2000, SPVC V purchased in an open market brokerage transaction 15,000 shares of Common Stock of Select Comfort at a purchase price of $3.63 per share (including brokers' commissions), an aggregate purchase price of $54,375.00. Corporate funds of SPVC V were used to purchase the 15,000 shares. Since May 8, 2000, SPVC V has purchased in open market brokerage transactions an aggregate of 168,400 shares of Common Stock of Select Comfort for an aggregate purchase price of $640,985.00. Corporate funds of SPVC V were used to purchase all of these shares. No funds used to purchase any of the shares of Common Stock reported on this statement were borrowed. The Reporting Persons or their affiliates may from time to time purchase shares of Common Stock, either in brokerage transactions, in the over-the-counter market or in privately negotiated transactions. Any decision to increase their holdings in Select Comfort will depend, however, on numerous factors, including without limitation the price of the shares of Common Stock, the terms and conditions relating to their purchase and sale and the prospects and profitability of Select Comfort, and general economic conditions and stock and money market conditions. At any time, the Reporting Persons may also determine to dispose of some or all of the Common Stock, depending on various similar considerations. Except as otherwise provided in this Item 4 and other than as to matters that Patrick A. Hopf, as Chairman of the Board of Select Comfort, may consider and discuss with other Select Comfort officers and board members from time to time, none of the Reporting Persons or any of their affiliates has any present plans or proposals which relate to or would result in: - the acquisition by any person of additional securities of Select Comfort or the disposition of securities of Select Comfort; - an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Select Comfort; - a sale or transfer of a material amount of assets of Select Comfort; - any change in the present board of directors or management of Select Comfort, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; - any material change in the present capitalization or dividend policy of Select Comfort; - any other material change in Select Comfort's business or corporate structure; - changes in Select Comfort's certificate of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Select Comfort by any person; Page 5 of 11 - causing a class of securities of Select Comfort to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; - a class of equity securities of Select Comfort becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or - any action similar to any of those listed above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) 1. Amount beneficially owned: As of May 19, 2000, each of the Reporting Persons may be deemed to have owned beneficially 5,891,051 shares of Common Stock of Select Comfort. F&M is a wholly owned subsidiary of The St. Paul. F&M is the 99% owner of St. Paul Venture Capital IV, LLC ("SPVC IV") and St. Paul Venture Capital V, LLC ("SPVC V"). F&M is the record owner of 4,806,022 shares of Common Stock and 59,769 shares of Common Stock issuable upon exercise of outstanding warrants which are exercisable within 60 days. F&M also beneficially owns, through its 99% ownership interest in SPVC IV, 321,017 shares of Common Stock and 10,093 shares of Common Stock issuable upon exercise of outstanding warrants and options which are exercisable within 60 days. In addition, F&M beneficially owns, through its 99% ownership interest in SPVC V, 575,900 shares of Common Stock and 118,250 shares of Common Stock issuable upon exercise of outstanding options which are exercisable within 60 days. By virtue of the affiliate relationships between the Reporting Persons, each Reporting Person may be deemed to own beneficially all of the shares described in this Schedule 13D. Hence, each Reporting Person may be deemed to beneficially own 5,891,051 shares of the Common Stock of Select Comfort. 2. Percent of class: The St. Paul: 32.8% and F&M: 32.8%. The foregoing percentages are calculated based on the 17,788,216 shares of Common Stock reported to be outstanding by Select Comfort on its most recently filed quarterly report on Form 10-Q for the quarter ended April 1, 2000. (b) Number of shares as to which each of the Reporting Persons has: (i) Sole power to vote or to direct the vote......... 0 (ii) Shared power to vote or to direct the vote....... 5,891,051 (iii)Sole power to dispose or to direct the disposition of................................... 0 (iv) Shared power to dispose or to direct the disposition of................................... 5,891,051 (c) During the past 60 days, SPVC V has purchased the following number of shares of Common Stock in open market brokerage transactions for the prices per share (including brokerage commissions) and on the dates indicated below: Page 6 of 11
- ------------------------------------------ ------------------------------- ------------------------------- DATE NUMBER OF SHARES PRICE PER SHARE - ------------------------------------------ ------------------------------- ------------------------------- May 8, 2000 54,400 $3.83 - ------------------------------------------ ------------------------------- ------------------------------- May 10, 2000 95,000 $3.80 - ------------------------------------------ ------------------------------- ------------------------------- May 16, 2000 19,000 $3.75 - ------------------------------------------ ------------------------------- ------------------------------- May 19, 2000 15,000 $3.63 - ------------------------------------------ ------------------------------- -------------------------------
(d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with previous financings, Select Comfort has granted F&M warrants to purchase 59,769 shares of Common Stock and SPVC IV warrants to purchase 7,954 shares of Common Stock. Forms of these warrants are attached as exhibits to this Schedule 13D and are incorporated herein by this reference. In addition, Patrick A. Hopf, Chairman of the Board of Select Comfort and President of St. Paul Venture Capital, Inc., which is the manager of SPVC IV and SPVC V, has transferred to SPVC IV options to purchase 5,000 shares of Common Stock (2,139 shares of which are currently exercisable or exercisable within 60 days of May 19, 2000) and to SPVC V options to purchase 364,000 shares of Common Stock (118,250 shares of which are currently exercisable or exercisable within 60 days of May 19, 2000), which options Mr. Hopf received from Select Comfort as compensation for his director and officer services. Forms of these options are attached as exhibits to this Schedule 13D and are incorporated herein by this reference. Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which has been filed as Exhibit 2 to this Schedule 13D and is incorporated herein by this reference. Except as described herein and in Exhibit 1 to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between the Reporting Persons and any other person with respect to any securities of Select Comfort. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Information concerning directors and executive officers of The St. Paul Companies, Inc. and St. Paul Fire and Marine Insurance Company Exhibit 2 Agreement between The St. Paul Companies, Inc. and St. Paul Fire and Marine Insurance Company Exhibit 3 Form of Warrant issued in connection with the sale of Convertible PreferredStock, Series E Page 7 of 11 Exhibit 4 Form of Warrant issued in connection with the November 1996 Bridge Financing Exhibit 5 Amended and Restated Registration Rights Agreement dated December 28, 1995 Exhibit 6 First Amendment to Series E Stock Purchase Agreement and Amended and RestatedRegistration Rights Agreement dated April 25, 1996 Exhibit 7 Second Amendment to Amended and Restated Registration Rights Agreement dated as of November 1, 1996 Exhibit 8 Second (sic) Amendment to Amended and Restated Registration Rights Agreementdated March 24, 1997 Exhibit 9 Form of Performance Based Stock Option Agreement under the 1997 Stock Incentive Plan Page 8 of 11 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 22, 2000 THE ST. PAUL COMPANIES, INC. By: /BRUCE A. BACKBERG/ ---------------------------- Bruce A. Backberg Its: Senior Vice President ST. PAUL FIRE AND MARINE INSURANCE COMPANY By /BRUCE A. BACKBERG/ ---------------------------- Bruce A. Backberg Its: Senior Vice President Page 9 of 11 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING 1 Information concerning directors and executive officers of The Incorporated by reference to St. Paul Companies, Inc. and St. Paul Fire and Marine Insurance Exhibit.1.contained in The St. Company............................................................. Paul Companies, Inc. and St. Paul Fire and Marine Insurance Company's Schedule 13D filed on March 28,2000. 2 Agreement between The St. Paul Companies, Inc. and St. Paul Fire Incorporated by reference and Marine Insurance Company....................................... to Exhibit 2.contained in The St. Paul Companies, Inc. and St. Paul Fire and Marine Insurance Company's Schedule 13D filed on March 28,2000. 3 Form of Warrant issued in connection with the sale of Convertible Incorporated by reference to Preferred Stock, Series E.......................................... Exhibit 4.2 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 4 Form of Warrant issued in connection with the November 1996 Bridge Incorporated by reference to Financing.......................................................... Exhibit 4.3 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 5 Amended and Restated Registration Rights Agreement dated Incorporated by reference to December 28, 1995.................................................. Exhibit 4.4 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 6 First Amendment to Series E Stock Purchase Agreement and Amended Incorporated by reference to and Restated Registration Rights Agreement dated April 25, 1996.... Exhibit 4.5 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) Page 10 of 11 7 Second Amendment to Amended and Restated Registration Rights Incorporated by reference to Agreement dated as of November 1, 1996............................. Exhibit 4.6 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 8 Second (sic) Amendment to Amended and Restated Registration Rights Incorporated by reference to Agreement dated March 24, 1997..................................... Exhibit 4.7 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 9 Form of Performance Based Stock Option Agreement under the 1997 Incorporated by reference to Stock Incentive Plan............................................... Exhibit 10.17 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793)
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