UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): January 5, 2009
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Other
Events.
|
On January 5, 2009, The Middleby
Corporation issued a press release announcing its completion of the acquisition
of TurboChef Technologies, Inc. The press release is attached as Exhibit 99.1
hereto.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(d) Exhibits.
|
|
Exhibit
No.
|
Description
|
|
|
Exhibit
99.1
|
Press
Release, dated January 5,
2009.
|
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:
January 5, 2009
|
By:
|
/s/
Timothy J. FitzGerald
|
|
|
Timothy
J. FitzGerald
|
|||
|
Vice
President and
|
|||
|
Chief
Financial Officer
|
|||
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
|
Exhibit
99.1
|
Press
Release, dated January 5, 2009.
|
|
Exhibit
99.1
The
Middleby Corporation Completes Acquisition of TurboChef Technologies,
Inc.
Elgin, IL
and Atlanta, GA (January 5, 2009)– The Middleby Corporation (NASDAQ: MIDD) and
TurboChef Technologies, Inc. (NASDAQ: OVEN) today announced that Middleby has
completed its acquisition of TurboChef for $3.67 in cash and 0.0486 shares of
Middleby common stock for each outstanding share of TurboChef common stock in
accordance with the terms of an agreement and plan of merger entered into August
12, 2008 and amended November 21, 2008. The acquisition closed on January 5,
2009. Middleby financed the transaction under its senior revolving
credit facility.
TurboChef
is a leader in speed-cook technology, one of the fastest growing segments of the
commercial foodservice equipment market. TurboChef’s user-friendly speed
cook ovens employ proprietary combinations of heating technologies to cook a
variety of food products at speeds faster than that of conventional heating
methods. Having created the speed cooking category, TurboChef is
uniquely positioned to capture the growing demand in this segment. The
addition of TurboChef’s line of products will complement Middleby’s existing
industry leading brands and portfolio of innovative technologies, and further
strengthen Middleby’s position as a global leader in the foodservice equipment
industry.
Selim A.
Bassoul, Middleby Chairman and Chief Executive Officer, said, “TurboChef has
done an exceptional job of taking revolutionary cooking technology and
successfully commercializing it. We believe this technology is in the
early stages of gaining a broader market acceptance. This merger
provides TurboChef with access to Middleby’s global sales and service
capabilities to support longer-term growth opportunities.
Mr.
Bassoul further commented, “In the near term, we will focus on improving the
profitability of this business. We will quickly move to reduce
redundant corporate overhead expenses and reorganize the residential business to
bring costs in line with the current revenues. Additionally, we will
implement cost reduction initiatives to realize synergies in the commercial oven
business.”
Richard
Perlman, former Chairman of TurboChef, and Jim Price, its former President,
commented, “We have long admired and respected The Middleby Corporation and its
management team and are pleased that we have been able to bring this transaction
to a successful closing.”
Statements
in this press release or otherwise attributable to Middleby regarding its
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. Middleby 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 the risks that Middleby and TurboChef
businesses will not be integrated successfully; the risk that Middleby and
TurboChef will not realize estimated cost savings and synergies; costs relating
to the proposed transaction; disruption from the transaction making it more
difficult to maintain relationships with customers, employees, distributors or
suppliers; the level of end market activity in Middleby’s and TurboChef’s
commercial and residential markets;
1
unpredictable
difficulties or delays in the development of new product technology; results of
pending and future litigation; access to capital; actions of domestic and
foreign governments; 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 and related market
conditions; the timely development and market acceptance of Middleby's products;
the availability and cost of raw materials; and other risks detailed herein and
from time-to-time in Middleby'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 serving the commercial foodservice industry
include Blodgett®, Blodgett Combi®, Blodgett Range®, Bloomfield®, Carter
Hoffman®, CTX®, frifri®, Giga®, Holman®, Houno®, Jade®, Lang®, MagiKitch'n®,
Middleby Marshall®, Nu-Vu®, Pitco Frialator®, Southbend®, Star®, Toastmaster®,
and Wells®. The company’s leading equipment brands serving the food processing
industry include Alkar®, MP Equipment®, and RapidPak®. The Middleby Corporation
was recognized by Business Week as one of the Top 100 Hot Growth Companies of
2007, by Crain’s Chicago Business as one of the Fastest 50 Growth Companies in
2007, and by Forbes as one of the Best Small Companies in 2008.
Contacts
The
Middleby Corporation
Darcy
Bretz, 847-429-7756
Investor
and Public Relations
Tim
FitzGerald, 847-429-7744
Chief
Financial Officer
2