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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): July 15, 2005
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 July 15, 2005, The Middleby Corporation (the "Company")
issued a press release announcing that it priced a secondary offering of
1,213,375 shares of its common stock at $56.00 per share. All of the shares are
being sold by certain stockholders controlled by either William F. Whitman,
Jr., the Company's former chairman of the board, or members of his family. The
Company will not sell any shares or receive any proceeds from the sale of stock
by the selling stockholders in the offering. A copy of the press release,
attached hereto as Exhibit 99, is being furnished pursuant to Regulation FD and
is incorporated by reference herein.
This information in this report shall not be deemed "filed"
for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall
it be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
Exhibit 99 Press Release issued by The Middleby Corporation on July 15,
2005
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: July 15, 2005 By:/s/ Timothy J. FitzGerald
--------------------------------
Timothy J. FitzGerald
Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
- ---------- -----------
Exhibit 99 Press Release issued by The Middleby Corporation on July
15, 2005
Exhibit 99
The Middleby Corporation Announces Pricing of Secondary Offering
ELGIN, IL, July 15, 2005 --- The Middleby Corporation (NASDAQ:MIDD) announced
today that it has priced the secondary offering of 1,213,375 shares of its
common stock at $56.00 per share. All of the shares are being sold by certain
stockholders controlled by either William F. Whitman, the former chairman of
the board, or members of his family. The company will not sell any shares or
receive any proceeds from the sale of stock by the selling stockholders in the
offering.
The selling stockholders have granted the underwriters an option to purchase up
to an additional 182,006 shares of common stock.
Lehman Brothers Inc. is the sole bookrunning manager for the offering. Robert
W. Baird & Co. and Roth Capital Partners are acting as co-managers.
This press release shall not constitute an offer to sell or a solicitation of
an offer to buy nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction. The offering of The Middleby Corporation's securities shall be
made only by means of a prospectus contained in the registration statement
filed with and declared effective on July 14, 2005 by the Securities and
Exchange Commission. A copy of the final prospectus relating to the offering,
when available, may be obtained from Lehman Brothers Inc., c/o ADP Financial
Services, Integrated Distribution Services, 1155 Long Island Avenue, Edgewood,
NY 11717, monica_castillo@adp.com or at the Securities and Exchange
Commission's website at www.sec.gov.
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The Middleby Corporation is a global leader in the foodservice equipment
industry. The company develops, manufactures, markets, distributes and services
a broad line of equipment used for cooking and food preparation in commercial
and institutional kitchens and restaurants throughout the world. For further
information about The Middleby Corporation, visit www.middleby.com.
Certain matters discussed in this news release may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 and the Federal securities laws. Although The Middleby Corporation
believes that the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, it can give no assurance that its
expectations will be achieved. Forward-looking information is subject to
certain risks, trends and uncertainties that could cause actual results to
differ materially from those projected. Many of these factors are beyond The
Middleby Corporation's ability to control or predict. Important factors that
may cause actual results to differ materially and could impact The Middleby
Corporation and the statements contained in this news release include market
conditions that may affect the offering and other factors described in The
Middleby Corporation's filings with the Securities and Exchange Commission,
including quarterly reports on Form 10-Q, current reports on Form 8-K and
annual reports on Form 10-K. For forward-looking statements in this news
release, The Middleby Corporation claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. The Middleby Corporation assumes no obligation to update or
supplement any forward-looking statements, whether as a result of new
information, future events or otherwise.