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): February 19, 2007
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 February 19, 2007, The Middleby Corporation issued a press
release announcing it has entered into an agreement to acquire the assets and
operations of Jade Products Company ("Jade") from Maytag Corporation. The
acquisition is expected to close on April 2, 2007. A copy of that press
release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
The information furnished pursuant to this Current Report on
Form 8-K (including the exhibit hereto) shall not be considered "filed" under
the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into future filings by the Company under the Securities Act of 1933,
as amended, or under the Securities Exchange Act of 1934, as amended, unless the
Company expressly sets forth in such future filing that such information is to
be considered "filed" or incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
- ----------- ------------------------------------------------------------------
Exhibit 99.1 Press release dated February 19, 2007 of The Middleby Corporation.
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: February 19, 2007 By: /s/ Timothy J. FitzGerald
----------------------------
Timothy J. FitzGerald
Vice President and
Chief Financial Officer
Exhibit Index
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Exhibit No. Description
- ----------- -----------
Exhibit 99.1 Press release dated February 19, 2007 of The Middleby Corporation.
Exhibit 99.1
The Middleby Corporation Enters Agreement to Acquire Business
of Jade Products Corporation
ELGIN, Ill.--(BUSINESS WIRE)--Feb. 19, 2007--The Middleby
Corporation (NASDAQ:MIDD) today announced it has entered into an
agreement to acquire the assets and operations of Jade Products
Company ("Jade") from Maytag Corporation. The acquisition is expected
to close on April 2, 2007. Jade manufactures cooking equipment,
including ranges, cooktops, and ovens for both commercial and
residential use. The acquired business, located in Brea, California,
has approximately $20 million in annual sales.
This transaction will further add to Middleby's portfolio of
leading brands in cooking. Chairman and Chief Executive Officer, Selim
A. Bassoul commented, "We are very excited to announce this
acquisition. Jade is recognized as a premium brand with a superior
level of quality. The acquisition of Jade will further strengthen
Middleby's position in the high-end segment of the commercial cooking
equipment market. In addition, this acquisition will provide us with
an opportunity to build upon Jade's residential business. The
residential sales of the business represents about 15% of the total
revenues acquired."
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 commercial food cooking,
preparation and processing. The company's leading equipment brands
include Blodgett(R), Blodgett Combi(R), Blodgett Range(R), CTX(R),
Houno(R), MagiKitch'n(R), Middleby Marshall(R), Pitco Frialator(R),
Southbend(R), Nu-Vu(R), Alkar(R), RapidPak(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 2006 The Middleby Corporation was ranked #9 on the Forbes
200 Best Small Companies list.
For more information about The Middleby Corporation and the
company brands, please visit www.middleby.com.
CONTACT: The Middleby Corporation
Darcy Bretz, Investor and Public Relations, 847-429-7756