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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): August 31, 2006
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 8.01 Other Events.
On August 31, 2006, The Middleby Corporation announced the
acquisition of Houno A/S. A copy of the press release announcing the acquisition
is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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Exhibit 99.1 Press Release issued by The Middleby Corporation on August 31, 2006
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: August 31, 2006 By: /s/ Timothy J. FitzGerald
-------------------------
Timothy J. FitzGerald
Vice President and
Chief Financial Officer
Exhibit Index
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Exhibit No. Description
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Exhibit 99.1 Press Release issued by The Middleby Corporation on August 31, 2006
Exhibit 99.1
The Middleby Corporation Acquires Houno A/S
ELGIN, Ill.--(BUSINESS WIRE)--Aug. 31, 2006--The Middleby Corporation
(NASDAQ:MIDD) today announced the acquisition of Houno A/S ("Houno"). The
acquired company, located in Denmark, manufactures combi-ovens for the
commercial foodservice industry under the Houno brand name. Houno has
approximately $10 million in annual sales concentrated in Denmark, Sweden, and
the United Kingdom.
This transaction enables Middleby to further advance its commercial cooking
technologies and expand its product offerings in the fast growing combi-oven
market. Houno's products are recognized for their unique design, advanced
control systems, and self-cleaning capabilities. Chairman and Chief Executive
Officer, Selim A. Bassoul commented, "We are very excited to announce this
acquisition. The addition of Houno to the Middleby portfolio of companies allows
us to further penetrate the combi-oven market, a market that is estimated to
exceed $400 million worldwide. Houno has a strong track record of technological
innovation and now combined with Middleby's international sales and service
infrastructure is well positioned for growth. In addition, Middleby and Houno
will both benefit from the sharing of oven technologies."
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, restaurants, and food preparation companies throughout
the world. The company's leading equipment brands include Alkar(R), Blodgett(R),
Blodgett Combi(R), Blodgett Range(R), CTX(R), Houno(R), MagiKitch'n(R), Middleby
Marshall(R), NuVu(R), Pitco Frialator(R), RapidPak(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 foodservice equipment in the Asian
markets. In 2005 The Middleby Corporation was ranked #10 on Forbes 200 Best-Run
Small Companies and #28 on the FORTUNE Fastest Growing Companies list. For
further information about The Middleby Corporation, visit www.middleby.com.
CONTACT: The Middleby Corporation
Darcy Bretz, 847-429-7756