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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): December 6, 2005
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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on a Form 8-K filed by The Middleby
Corporation (the "Company"), on December 6, 2005, the Company, through its
wholly-owned subsidiary Middleby Marshall, Inc. ("MMI"), entered into a Stock
Purchase Agreement (the "Purchase Agreement") with Alkar Holdings, Inc.
("Alkar") and the former shareholders of Alkar, whereby MMI acquired all of the
issued and outstanding capital stock of Alkar, a manufacturer of batch and
conveyor ovens and related packaging equipment for the food processing
industry, for $26.7 million in cash, subject to a post-closing working capital
adjustment. A copy of the Stock Purchase Agreement is attached hereto as
Exhibit 10.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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Exhibit 10.1 Stock Purchase Agreement, dated as of December 6, 2005, by
and among Middleby Marshall, Inc., Alkar Holdings, Inc.
and the other signatories thereto.
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: December 12, 2005 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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Exhibit 10.1 Stock Purchase Agreement, dated as of December 6, 2005, by
and among Middleby Marshall Inc., Alkar Holdings, Inc.
and the other signatories thereto.