-----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, VpCJi7T6j1SAhOPhBAF0GX+oqrJ65Sv/gXE5Dv3wiCHbtaVzRlOZ1cJyzE3b5d63 5403Bn//gNeQhS4E6HJneg== 0001157523-06-008887.txt : 20060831 0001157523-06-008887.hdr.sgml : 20060831 20060831172418 ACCESSION NUMBER: 0001157523-06-008887 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060831 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060831 DATE AS OF CHANGE: 20060831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEBY CORP CENTRAL INDEX KEY: 0000769520 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 363352497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09973 FILM NUMBER: 061069370 BUSINESS ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 BUSINESS PHONE: 8477413300 MAIL ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 8-K 1 a5218519.txt THE MIDDLEBY CORPORATION 8-K ================================================================================ 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): August 31, 2006 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-9973 36-3352497 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 1400 Toastmaster Drive, Elgin, Illinois 60120 (Address of Principal Executive Offices) (Zip Code) (847) 741-3300 (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: |_| 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 8.01 Other Events. On August 31, 2006, The Middleby Corporation announced the acquisition of Houno A/S. A copy of the press release announcing the acquisition is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ------------ ------------------------------------------------------------------- Exhibit 99.1 Press Release issued by The Middleby Corporation on August 31, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE MIDDLEBY CORPORATION Dated: August 31, 2006 By: /s/ Timothy J. FitzGerald ------------------------- Timothy J. FitzGerald Vice President and Chief Financial Officer Exhibit Index ------------- Exhibit No. Description - ------------ ------------------------------------------------------------------- Exhibit 99.1 Press Release issued by The Middleby Corporation on August 31, 2006 EX-99.1 2 a5218519ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 The Middleby Corporation Acquires Houno A/S ELGIN, Ill.--(BUSINESS WIRE)--Aug. 31, 2006--The Middleby Corporation (NASDAQ:MIDD) today announced the acquisition of Houno A/S ("Houno"). The acquired company, located in Denmark, manufactures combi-ovens for the commercial foodservice industry under the Houno brand name. Houno has approximately $10 million in annual sales concentrated in Denmark, Sweden, and the United Kingdom. This transaction enables Middleby to further advance its commercial cooking technologies and expand its product offerings in the fast growing combi-oven market. Houno's products are recognized for their unique design, advanced control systems, and self-cleaning capabilities. Chairman and Chief Executive Officer, Selim A. Bassoul commented, "We are very excited to announce this acquisition. The addition of Houno to the Middleby portfolio of companies allows us to further penetrate the combi-oven market, a market that is estimated to exceed $400 million worldwide. Houno has a strong track record of technological innovation and now combined with Middleby's international sales and service infrastructure is well positioned for growth. In addition, Middleby and Houno will both benefit from the sharing of oven technologies." Statements in this press release or otherwise attributable to the Company regarding the Company's business which are not historical fact are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions investors that such statements are estimates of future performance and are highly dependent upon a variety of important factors that could cause actual results to differ materially from such statements. Such factors include variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; changing market conditions; the impact of competitive products and pricing; the timely development and market acceptance of the Company's products; the availability and cost of raw materials; and other risks detailed herein and from time-to-time in the Company's SEC filings. The Middleby Corporation is a global leader in the foodservice equipment industry. The company develops, manufactures, markets and services a broad line of equipment used for cooking and food preparation in commercial and institutional kitchens, restaurants, and food preparation companies throughout the world. The company's leading equipment brands include Alkar(R), Blodgett(R), Blodgett Combi(R), Blodgett Range(R), CTX(R), Houno(R), MagiKitch'n(R), Middleby Marshall(R), NuVu(R), Pitco Frialator(R), RapidPak(R), Southbend(R), and Toastmaster(R). Middleby's international subsidiary, Middleby Worldwide, is a leading exporter and distributor of foodservice and the Middleby Philippines Corporation, is a leading supplier of foodservice equipment in the Asian markets. In 2005 The Middleby Corporation was ranked #10 on Forbes 200 Best-Run Small Companies and #28 on the FORTUNE Fastest Growing Companies list. For further information about The Middleby Corporation, visit www.middleby.com. CONTACT: The Middleby Corporation Darcy Bretz, 847-429-7756 -----END PRIVACY-ENHANCED MESSAGE-----