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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): March 8, 2007
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9973 36-3352497
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On March 8, 2007, The Middleby Corporation (the "Company")
notified The Nasdaq Stock Market ("Nasdaq") that the Company may have
inadvertently violated Nasdaq Marketplace Rule 4350(i)(1)(A). The notification
related to the Company's inadvertent issuance of out-of-plan stock options to
purchase 3,500 shares of the Company's common stock to the outside directors of
the Company in May 2006. The directors and the Company have taken the required
actions to rescind the May 2006 transactions, effective as of March 8, 2007.
On March 12, 2007, the Nasdaq issued a letter to the Company
indicating that the Company had violated Nasdaq Marketplace Rule 4350(i)(1)(A),
but that the Company was now back in compliance with Nasdaq's listing standards
as a result of the Company's actions described above and that the matter is now
closed. A copy of the Nasdaq letter is attached as Exhibit 99.1 hereto. Also on
March 12, 2007, the Company issued a press release announcing its receipt of the
Nasdaq Letter, a copy of which is attached as Exhibit 99.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Letter from The Nasdaq Stock Market to the Middleby
Corporation dated March 12, 2007.
99.2 The Middleby Corporation press release dated March 12, 2007.
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: March 12, 2007 By: /s/ Timothy J. FitzGerald
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Timothy J. FitzGerald
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Letter from The Nasdaq Stock Market to the Middleby
Corporation dated March 12, 2007.
99.2 The Middleby Corporation press release dated March 12, 2007.
Exhibit 99.1
NASDAQ THE NASDAQ STOCK MARKET
9600 BLACKWELL ROAD
ROCKVILLE, MD 20850
By Electronic Mail to: TFitzgerald@Middleby.com
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March 12, 2007
Mr. Timothy J. FitzGerald
Vice President & Chief Financial Officer
The Middleby Corporation
1400 Toastmaster Drive
Elgin, Illinois 60120
Re: The Middleby Corporation (the "Company")
Dear Mr. FitzGerald:
On March 9, 2007, the Company notified Staff that in May 2006 it inadvertently
issued options (the "Option Grants") to purchase 3,500 shares of the Company's
common stock to its outside directors. Such issuance required shareholder
approval under Marketplace Rule 4350(i)(1)(A) (the "Rule").1 However, since
discovering that the Option Grants violated the Rule, the Company, on its own
initiative, immediately rescinded the Options Grants. Accordingly, Staff has
determined that, subject to the disclosure requirements discussed below, the
Company has regained compliance with the Rule, and this matter is now closed.
Marketplace Rule 4803(a) requires that the Company, as promptly as possible but
no later than four business days from the receipt of this letter, make a public
announcement through the news media which discloses receipt of this letter and
the Nasdaq rules upon which it is based.2 The Company must provide a copy of
this announcement to Nasdaq's MarketWatch Department, the Listing Qualifications
Department, and the Listing Qualifications Hearings Department (the "Hearings
Department") at least
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1 Pursuant to Marketplace Rule 4350(i)(1)(A), each issuer shall require
shareholder approval when a stock option or purchase plan is to be established
or materially amended or other equity compensation arrangement made or
materially amended, pursuant to which options or stock may be acquired by
officers, directors, employees, or consultants...
2 Nasdaq cannot render advice to the Company with respect to the format or
content of the public announcement. The following is provided only as a guide
that should be modified following consultation with securities counsel: the
Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF
DEFICIENCY LETTER) indicating that the Company fails to comply with the
(STOCKHOLDERS' EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES,
etc.) requirement(s) for continued listing set forth in Marketplace Rule(s)___.
Mr. Timothy J. FitzGerald
March 12, 2007
Page 2
10 minutes prior to its public dissemination.3 For your convenience, we have
enclosed a list of news services.4
In the event the Company does not make the required public announcement, Nasdaq
will halt trading in its securities.
Please be advised that Marketplace Rule 4803(a) does not relieve the Company of
its disclosure obligation under the federal securities laws. In that regard,
Item 3.01 of Form 8-K requires disclosure of the receipt of this notification
within four business days.5 Accordingly, the Company should consult with counsel
regarding its disclosure and other obligations mandated by law.
If you have any questions, please contact Wayne Bush, Lead Analyst, at (301)
978-8034.
Sincerely,
/s/ Stanley Higgins
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Stanley Higgins
Associate Director
Nasdaq Listing Qualifications
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3 This notice should be provided to the attention of Nasdaq's MarketWatch
Department (telephone: 301/978-8500; facsimile: 301/978-8510), and to Nasdaq's
Listing Qualifications Department (facsimile: 301/978-4028) and the Hearings
Department (telephone: 301/978-8071; facsimile: 301/978-8080), 9600 Blackwell
Road, Rockville, Maryland 20850.
4 The Company must ensure that the full text of the required announcement is
disseminated publicly. The Company has not satisfied this requirement if the
announcement is published as a headline only or if the news service determines
not to publish the full text of the story.
5 See, SEC Release No. 34-49424.
News Services List
Dow Jones News Wire Spot Bloomberg Business News PR Newswire
News Newsroom 810 7th Avenue, 35th Fl
Harborside Financial Center P.O. Box 888 New York, NY 10019
600 Plaza Two 400 College Road East (800) 832-5522
Jersey City, NJ 07311-3992 Princeton, NJ 08540-0888 (800) 793-9313 FAX
(201) 938-5400 (609) 750-4500
(201) 938-5600 FAX (609) 897-8394 FAX
(800) 444-2090
Email: release@Bloomberg.net
Businesswire Reuters MarketWire
44 Montgomery Street Corporate News Desk 5757 West Century Blvd.
39th Floor 3 Times Square 2nd Floor
San Francisco, CA 94104 New York, NY 10036 Los Angeles, CA 90045
(415) 986-4422 (646) 223-6000 (800) 774-9473
(415) 788-5335 FAX (646) 223-6001 FAX (310) 846-3701 FAX
Exhibit 99.2
The Middleby Corporation Notifies NASDAQ of Non-Compliances with
NASDAQ Marketplace Rule
ELGIN, Ill.--(BUSINESS WIRE)--March 12, 2007--The Middleby
Corporation (NASDAQ:MIDD) today announced that it received a letter
from the Nasdaq Staff dated March 12, 2007, indicating that the
Company failed to comply with the shareholder approval requirements
for continued listing set forth in Nasdaq Marketplace Rule
4350(i)(1)(A) as a result of the Company's inadvertent issuance in May
2006 of options to purchase 3,500 shares of the Company's common stock
to its outside directors without shareholder approval.
The Company self-reported its non-compliance to the Nasdaq Staff
on March 8, 2007 and, on its own initiative, immediately rescinded the
option grants. Accordingly, the Nasdaq Staff has determined that the
Company has regained compliance with Nasdaq Marketplace Rule
4350(i)(1)(A) and the matter is now closed.
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
Investor and Public Relations:
Darcy Bretz, 847-429-7756