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): May 16, 2003 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Commission File No. 1-9973 Delaware 36-3352497 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1400 Toastmaster Drive, Elgin, Illinois 60120 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone No., including Area Code (847) 741-3300 Item 5. Other Events On May 16, 2003, The Middleby Corporation issued a press release announcing management changes. The press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press release dated May 16, 2003 of The Middleby Corporation. -1-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 thereunto duly authorized. THE MIDDLEBY CORPORATION ---------------------------- (Registrant) Date May 16, 2003 By: /s/ David B. Baker ---------------------------- David B. Baker Vice President, Chief Administrative Officer and Secretary -2-
Exhibit 99.1 The Middleby Corporation Announces Management Changes ELGIN, Ill.--(BUSINESS WIRE)--May 16, 2003--The Middleby Corporation (NASDAQ:MIDD) announced today the promotion of David B. Baker from Chief Financial Officer to the newly created position of Chief Administrative Officer, and the promotion of Timothy J. FitzGerald from Controller to Chief Financial Officer. Mr. Baker will continue to hold the offices of Vice President and Secretary, and Mr. FitzGerald will continue to hold the office of Vice President. In order to fully support the growing importance and complexity of corporate governance, the Board of Directors has created the position of Chief Administrative Officer. Mr. Baker, as the new Chief Administrative Officer, will lead the company's efforts in corporate governance issues as well as other administrative and strategic duties. Mr. FitzGerald, up to now the Controller of Middleby, will become the Chief Financial Officer, the office previously held by Mr. Baker. These management changes will help strengthen Middleby for continued growth, profitability and a leadership role in its industry. 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 leader in the design, manufacture, marketing and service of a broad line of equipment used for cooking and preparation of food in commercial and institutional kitchens and restaurants throughout the world. The company's leading equipment brands include Blodgett(R), Blodgett Combi(R), CTX(R), MagiKitch'n(R), Middleby Marshall(R), Pitco Frialator(R), Southbend(R), and Toastmaster(R). Middleby's international subsidiary, Middleby Worldwide, is a leading exporter and distributor of foodservice equipment in the global marketplace and its international manufacturing subsidiary, Middleby Philippines Corporation, is a leading supplier of specialty equipment in the Asian markets. For further information about Middleby, visit the company's World Wide Web site, http://www.middleby.com. CONTACT: The Middleby Corporation Chief Executive Officer Selim A. Bassoul, 847/429-7788 or Chief Administrative Officer David B. Baker, 847/429-7915 or Chief Financial Officer Timothy J. FitzGerald, 847/429-7744