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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 23, 2004
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9973 36-3352497
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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 December 23, 2004, The Middleby Corporation (the "Company") issued a
press release announcing that it had repurchased 1,808,774 shares of its common
stock and 271,000 options from William F. Whitman, Jr., the Chairman of the
Company's board of directors ("WFW, Jr."), members of his family and trusts
controlled by his family (collectively, the "Whitmans") pursuant to the terms of
a Stock Repurchase Agreement, dated December 23, 2004, by and among the Company
and the Whitmans. The Company also announced that WFW, Jr. retired from his
position as Chairman and Selim A. Bassoul, the Company's President and Chief
Executive Officer, assumed the additional post of Chairman. A copy of the press
release, attached hereto as Exhibit 99, is being furnished pursuant to
Regulation FD and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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Exhibit 99 Press Release issued by The Middleby Corporation on December 23,
2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE MIDDLEBY CORPORATION
Dated: December 23, 2004 By: /s/ Timothy J. FitzGerald
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Timothy J. FitzGerald
Vice President and Chief Financial
Officer
Exhibit No. Description
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Exhibit 99 Press Release issued by The Middleby Corporation on December 23,
2004.