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EX-99.1 - EX-99.1 - MATTRESS FIRM HOLDING CORP.a12-12934_4ex99d1.htm

 

 

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): September 20, 2012

 


 

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 September 20, 2012, Mattress Firm Holding Corp., a Delaware corporation (the “Company”), issued a press release announcing the filing of a Registration Statement on Form S-1 with the Securities and Exchange Commission relating to the proposed offering of 4,726,682 shares of common stock by the named selling stockholders.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.  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.

 

The information contained in this Item 7.01 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

 

Item 9.01                     Financial Statements and Exhibits.

 

(d)      Exhibits

 

99.1                                                   Press Release dated September 20, 2012.

 

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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: September 20, 2012

By:

/s/ James R. Black

 

 

James R. Black

 

 

Executive Vice President, Chief Financial Officer and Treasurer

 

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Index to Exhibits

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release dated September 20, 2012.

 

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