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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2005
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THE MIDDLEBY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Commission File No. 1-9973
Delaware 36-3352497
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1400 Toastmaster Drive, Elgin, Illinois 60120
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone No., Including Area Code (847) 741-3300
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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
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On January 7, 2005 The Middleby Corporation issued a press release announcing
the acquisition of the assets of Nu-Vu Food Service Systems division from
Win-Holt Equipment Corporation. A copy of the press release, attached hereto as
Exhibit 99.1, is being furnished pursuant to Regulation FD and is incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits.
99.1 Press Release issued by The Middleby Corporation dated January 7,
2005 (furnished pursuant to Item 7.01).
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SIGNATURE
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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
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(Registrant)
Date January 7, 2005 By: /s/ Timothy J. FitzGerald
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Timothy J. FitzGerald
Vice President,
Chief Financial Officer
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Exhibit No. Description
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Exhibit 99.1 Press Release issued by The Middleby Corporation dated
January 7, 2005.
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EXHIBIT 99.1
The Middleby Corporation Acquires Nu-Vu Food Service Systems
ELGIN, Ill.--(BUSINESS WIRE)--Jan. 7, 2005--The Middleby
Corporation (NASDAQ:MIDD) today announced the acquisition of the
assets of Nu-Vu Food Service Systems division ("Nu-Vu") from Win-Holt
Equipment Corporation for $12 million in cash. The acquired division
manufactures baking ovens under the Nu-Vu brand and holding cabinets
under its Wilder brand. The company's core products represent
approximately $10 million in annual sales.
"The addition of Nu-Vu puts Middleby in a strong position to
capitalize on the fast-growing trend of on-premise baking" said
Chairman, President and Chief Executive Selim A. Bassoul.
Nu-Vu's current customer base includes SUBWAY(R), the world's
largest sandwich chain and one of the most successful restaurant
concepts. Other customers of Nu-Vu, which manufactures its products in
Menominee, Michigan, include casual dining and fast-casual
restaurants.
"By leveraging the strength of Middleby's global distribution
channels and current relationships with restaurant chain customers, we
will be able to introduce Nu-Vu and Wilder products to a broader
audience," added Bassoul.
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 and restaurants
throughout the world. The company's leading equipment brands include
Blodgett(R), Blodgett Combi(R), Blodgett Range(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 and the Middleby Philippines Corporation, is a leading
supplier of specialty equipment in the Asian markets. In 2004 The
Middleby Corporation was ranked #12 on Forbes 200 Best Small
Companies; #11 on the FORTUNE Fastest Growing Companies list and #56
on the BusinessWeek Hot Growth Companies.
For further information about The Middleby Corporation, visit
www.middleby.com.
CONTACT: The Middleby Corporation
Darcy Bretz, 847-429-7756