UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
| x |
Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934.
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For
the Fiscal Year Ended December 31, 2005
or
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Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934.
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Commission
File No. 1-9973
THE
MIDDLEBY CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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36-3352497
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification Number)
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1400
Toastmaster Drive, Elgin, Illinois
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60120
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 847-741-3300
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Title
of each class
Common
stock,
par
value $0.01 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes
o No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes
o No
x
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements
for
the past 90 days. Yes
x No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer o Accelerated
filer x Non-accelerated
filer o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o No
x
The
aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of July 1, 2005 was approximately $380,886,920.
The
number of shares outstanding of the Registrant’s class of common stock, as of
March 10, 2006, was 7,900,475 shares.
Documents
Incorporated by Reference
Part
III
of Form 10-K incorporates by reference the Registrant’s definitive proxy
statement to be filed pursuant to Regulation 14A in connection with the 2006
annual meeting of stockholders.
EXPLANATORY
NOTE
This
Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 is being filed solely for the purpose of correcting certain
inadvertent omissions in the certifications filed as Exhibits 31.1 and 31.2
thereto. No other changes have been made. This Amendment No. 1 does not change
or update any of the company's previously reported financial statements or
any
other disclosure contained in the original Form 10-K as filed with the
Securities and Exchange Commission on March 16, 2006.
PART
IV
Item
15. Exhibits and Financial Statement Schedules
| 31.1 |
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the Securities Exchange Act, as
amended.
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| 31.2 |
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the Securities Exchange Act, as
amended.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15 (d) 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, on the 31st of March
2006.
THE
MIDDLEBY CORPORATION
BY:
/s/
Timothy J. FitzGerald
Timothy
J. FitzGerald
Vice
President, Chief
Financial Officer
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the Registrant and in the
capacities indicated on March 31, 2006.
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Signatures
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Title
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PRINCIPAL
EXECUTIVE OFFICER
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/s/
Selim A. Bassoul
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Chairman
of the Board, President, Chief Executive Officer
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Selim
A. Bassoul
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and
Director
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PRINCIPAL
FINANCIAL AND ACCOUNTING
OFFICER
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/s/
Timothy J. FitzGerald
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Vice
President, Chief Financial Officer
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Timothy
J. FitzGerald
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EXHIBIT
31.1
CERTIFICATIONS
I,
Selim
A. Bassoul, Chairman, President and Chief Executive Officer, certify
that:
1. I
have
reviewed this report on Form 10-K of The Middleby Corporation;
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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| (a) |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
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| (b) |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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| (c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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| (d) |
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
function):
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| (a) |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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| (b) |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal
controls over financial reporting.
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Date:
March
31,
2006
/s/
Selim
A. Bassoul
Selim
A.
Bassoul
Chairman,
President and
Chief
Executive Officer of The Middleby Corporation
EXHIBIT
31.2
CERTIFICATIONS
I,
Timothy J. Fitzgerald, Chief Financial Officer, certify that:
| 1. |
I
have reviewed this report on Form 10-K of The Middleby
Corporation;
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
| (a) |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
| (b) |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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| (c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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| (d) |
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
function):
|
| (a) |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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| (b) |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal
controls over financial reporting.
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Date:
March
31,
2006
/s/
Timothy J. FitzGerald
Timothy
J. FitzGerald
Chief
Financial Officer of The Middleby Corporation