-----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, VelvYgwPg28bVtjJs+BAEQnNuLaA0RlrgypkWNQBOTk3dQrcFJ/J427Y5NZQ4iQy XtGPFfSbLsiY1w7/7nqREA== 0001157523-07-001727.txt : 20070220 0001157523-07-001727.hdr.sgml : 20070219 20070220060745 ACCESSION NUMBER: 0001157523-07-001727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070219 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070220 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: 07633313 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 a5337290.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): February 19, 2007 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 7.01 Regulation FD Disclosure. On February 19, 2007, The Middleby Corporation issued a press release announcing it has entered into an agreement to acquire the assets and operations of Jade Products Company ("Jade") from Maytag Corporation. The acquisition is expected to close on April 2, 2007. A copy of that press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered "filed" under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description - ----------- ------------------------------------------------------------------ Exhibit 99.1 Press release dated February 19, 2007 of The Middleby Corporation. 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: February 19, 2007 By: /s/ Timothy J. FitzGerald ---------------------------- Timothy J. FitzGerald Vice President and Chief Financial Officer Exhibit Index ------------- Exhibit No. Description - ----------- ----------- Exhibit 99.1 Press release dated February 19, 2007 of The Middleby Corporation. EX-99.1 2 a5337290ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 The Middleby Corporation Enters Agreement to Acquire Business of Jade Products Corporation ELGIN, Ill.--(BUSINESS WIRE)--Feb. 19, 2007--The Middleby Corporation (NASDAQ:MIDD) today announced it has entered into an agreement to acquire the assets and operations of Jade Products Company ("Jade") from Maytag Corporation. The acquisition is expected to close on April 2, 2007. Jade manufactures cooking equipment, including ranges, cooktops, and ovens for both commercial and residential use. The acquired business, located in Brea, California, has approximately $20 million in annual sales. This transaction will further add to Middleby's portfolio of leading brands in cooking. Chairman and Chief Executive Officer, Selim A. Bassoul commented, "We are very excited to announce this acquisition. Jade is recognized as a premium brand with a superior level of quality. The acquisition of Jade will further strengthen Middleby's position in the high-end segment of the commercial cooking equipment market. In addition, this acquisition will provide us with an opportunity to build upon Jade's residential business. The residential sales of the business represents about 15% of the total revenues acquired." 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 commercial food cooking, preparation and processing. The company's leading equipment brands include Blodgett(R), Blodgett Combi(R), Blodgett Range(R), CTX(R), Houno(R), MagiKitch'n(R), Middleby Marshall(R), Pitco Frialator(R), Southbend(R), Nu-Vu(R), Alkar(R), RapidPak(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 specialty equipment in the Asian markets. In 2006 The Middleby Corporation was ranked #9 on the Forbes 200 Best Small Companies list. For more information about The Middleby Corporation and the company brands, please visit www.middleby.com. CONTACT: The Middleby Corporation Darcy Bretz, Investor and Public Relations, 847-429-7756 -----END PRIVACY-ENHANCED MESSAGE-----