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 29, 2014

SELECT COMFORT CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation or organization)

0-25121	41-1597886
(Commission File No.)	(IRS Employer Identification No.)

9800 59th Avenue North, Minneapolis, Minnesota 55442

(Address of principal executive offices)    (Zip Code)

(763) 551-7000

(Registrant’s telephone number, including area code)

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:

[ ] 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))

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 29, 2014, Select Comfort Corporation and its wholly-owned subsidiary Select Comfort Retail Corporation (collectively, the “Company”) and Synchrony Bank entered into a First Amendment to Retailer Program Agreement, dated effective as of October 1, 2014 (the “Amendment”), which amended the Retailer Program Agreement, signed by the parties on June 24, 2014 and dated effective as of January 1, 2014 (the “Agreement”), among the parties. The Amendment changed the definition of “Working Capital” in Appendix B of the Agreement to include the non-current marketable debt securities of the Company as an addition to the current assets of the Company for purposes of calculating Working Capital. The remainder of the Agreement remains unchanged.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
10.1	First Amendment to Retailer Program Agreement, dated effective as of October 1, 2014, by and between Synchrony Bank, Select Comfort Corporation and Select Comfort Retail Corporation (filed herewith).

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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.

	SELECT COMFORT CORPORATION
	(Registrant)
Dated: September 29, 2014	By: /s/ Heather M. Somers
	Name: Heather M. Somers
	Title: Vice President and Associate General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Retailer Program Agreement, dated effective as of October 1, 2014, by and between Synchrony Bank, Select Comfort Corporation and Select Comfort Retail Corporation (filed herewith).

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EXHIBIT 10.1

FIRST AMENDMENT TO

RETAILER PROGRAM AGREEMENT

(Select Comfort)

THIS FIRST AMENDMENT TO RETAILER PROGRAM AGREEMENT (this “Amendment”) is effective as of September 29, 2014, and amends that certain Retailer Program Agreement, made as of January 1, 2014 (as amended, modified and supplemented from time to time, the “Agreement”), by and between Synchrony Bank (“Bank”) and Select Comfort Corporation (“Select Comfort”) and Select Comfort Retail Corporation (“SCRC” and collectively with Select Comfort, “Retailer”). Capitalized terms used herein and not otherwise defined have the meanings given them in the Agreement.

WHEREAS, Bank and Retailer desire to amend the Agreement to extend the term of the Agreement and to address certain other issues set forth below, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:

I. AMENDMENTS TO THE AGREEMENT

1.1    Amendment to Definition of “Working Capital” in Appendix B. The definition of “Working Capital” in Section III of Appendix B is hereby deleted and replaced with the following:

“Working Capital” means with respect to Retailer and as of any date of determination, current assets of Retailer determined in accordance with GAAP plus the marketable debt securities - non-current of Retailer determined in accordance with GAAP minus the current liabilities of Retailer determined in accordance with GAAP.

II. GENERAL

2.1    Authority for Amendment. Retailer represents and warrants to Bank that the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of Retailer and upon execution by all parties, will constitute a legal, binding obligation of Retailer.

2.2    Effect of Amendment. Except as specifically amended hereby, the Agreement, and all terms contained therein, remains in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire understanding of the parties with respect to the subject matter hereof.

2.3    Binding Effect; Severability. Each reference herein to a party hereto shall be deemed to include its successors and assigns, all of whom shall be bound by this Amendment and in whose favor the provisions of this Amendment shall inure. In case any one or more of the provisions contained in this Amendment shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

2.4    Further Assurances. The parties hereto agree to execute such other documents and instruments and to do such other and further things as may be necessary or desirable for the execution and implementation of this Amendment and the consummation of the transactions contemplated hereby and thereby.

2.5    Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Utah, without regard to principles of conflicts of laws.

    

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2.6    Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one agreement.

IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their respective duly authorized officers to be effective as provided herein. The Parties expressly consent and agree that this Amendment may be electronically signed. The Parties agree that electronic signatures appearing on this Amendment shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.

Select Comfort Corporation (“Select Comfort”)        Synchrony (“Bank”)

Select Comfort Retail Corporation (“SCRC”)

Signature:    /s/ Robert J. Poirier            Signature:    /s/ Anthony S. Foster

Printed Name:    Robert J. Poirier                Printed Name:    Anthony S. Foster

Title:        VP, Treasurer and Chief Accounting     Title:        SVP

Officer                    

Signature Date:    Sep 29, 2014                Signature Date:    Sep 29, 2014

INTERNAL APPROVALS AS TO FORM

Business:     /s/ Robert J. Poirier

Legal:        /s/ Heather Somers

Sourcing:    /s/ Heather Somers    N/R

Finance:        /s/ Robert J. Poirier

IT:        /s/ Heather Somers    N/R

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