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 7, 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 Material Agreements.
1. Employment Agreement With Executive Officer. On March 7, 2005, The
Middleby Corporation (the "Company") and Middleby Marshall Inc. ("MMI") entered
into an Employment Agreement (the "Employment Agreement") with Timothy J.
FitzGerald , the Company's Vice President and Chief Financial Officer ("Mr.
FitzGerald"), which supercedes both a severance agreement dated March 1, 2004
and a retention agreement dated July 22, 2004 (collectively, the "Prior
Agreements"). The term of the Employment Agreement will continue until March 1,
2010, unless Mr. FitzGerald's employment is earlier terminated under the terms
of the Employment Agreement.
Under the Employment Agreement, Mr. FitzGerald will continue to serve as
the Vice President and Chief Financial Officer of the Company and of MMI
(collectively, the "Employer"). The Employer is obligated to pay Mr. FitzGerald
an annual base salary of $250,000, and Mr. FitzGerald is eligible to earn an
annual incentive bonus under the Company's management incentive compensation
plan. The Company is also obligated to grant Mr. FitzGerald an aggregate of
50,000 shares of restricted stock of the Company pursuant to the terms and
conditions set forth in a Restricted Stock Agreement further described below.
The restricted shares granted to Mr. FitzGerald will vest ratably over a five
year period, commencing on December 31, 2005 and will become fully vested on
December 31, 2009, generally as long as Mr. FitzGerald remains employed by the
Company on each applicable vesting date.
Under the Employment Agreement, Mr. FitzGerald's employment may be
terminated by the Employer or by Mr. FitzGerald at any time, or by the death of
Mr. FitzGerald. If the Employer terminates Mr. FitzGerald's employment without
"cause" (as defined in the Employment Agreement), or if Mr. FitzGerald
terminates his employment within six months following a "change in control" of
the Company (as defined in the Employment Agreement), Mr. FitzGerald will be
entitled to a lump sum payment equal to two times the sum of: (a) Mr.
FitzGerald's annual base salary for the full calendar year immediately prior to
the date of termination, and (b) the greater of (i) the amount of his annual
bonus paid under the Company's management incentive plan with respect to the
full calendar year immediately prior to the year of termination and (ii) the
average of Mr. FitzGerald's annual bonuses paid under the management incentive
plan for each of the two calendar years immediately prior to the year of
termination. Mr. FitzGerald will also be entitled to an additional payment
(referred to as a "gross-up" payment) to cover the amount of any excise tax,
including income taxes and excise taxes incurred with respect to the gross-up
payment, in the event that any amount payable to him in connection with a change
in control of the Company results in the excise tax imposed on "excess parachute
payments" under the Internal Revenue Code.
2. Restricted Stock Agreement With Executive Officers. On March 7, 2005,
the Company entered into Restricted Stock Agreements substantially in the form
filed herewith as Exhibit 10.2 (each, a "Restricted Stock Agreement") pursuant
to the Company's 1998 Stock Incentive Plan ("Plan") with the following executive
officers of the Company: (a) Selim A. Bassoul, Chairman, President and Chief
Executive Officer of the Company and MMI ("Mr. Bassoul"), in connection with
restricted stock granted to Mr. Bassoul in December 2004 and January 2005, which
grants were previously disclosed on the Company's Current Report on Form 8-K
filed on December 28, 2004(b) Mr. FitzGerald in connection with the restricted
stock granted under the Employment Agreement. In addition to setting forth the
vesting schedule of the restricted stock (as previously disclosed in the case of
Mr. Bassoul and as described above, in the case of Mr. FitzGerald), the
Restricted Stock Agreements provide that, among other things, the restricted
stock will immediately vest if: (a) the Employer terminates the grantee's
employment other than for "cause", or (b) the grantee terminates his employment
within six months following a "change in control".
Copies of the Employment Agreement and the form of Restricted Stock
Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively. The
descriptions of the Employment Agreement and form of Restricted Stock Agreement
in this Current Report on Form 8-K are qualified in their entirety by reference
to the complete copies of the agreements attached hereto as exhibits.
Item 1.02 Termination of Material Definitive Agreements.
In connection with Mr. FitzGerald's Employment Agreement, the
PriorAgreements with Mr. FitzGerald have been terminated in their entirety.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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Exhibit 10.1 Employment Agreement, dated March 7, 2005, by and between The
Middleby Corporation, Middleby Marshall Inc. and Timothy J.
FitzGerald
Exhibit 10.2 Form of Restricted Stock Agreement pursuant to The Middleby
Corporation 1998 Stock Incentive Plan
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: March 8, 2005 By: /s/ Timothy J. FitzGerald
------------------------------------
Vice President and Chief Financial
Officer
Exhibit No. Description
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Exhibit 10.1 Employment Agreement, dated March 7, 2005, by and between The
Middleby Corporation, Middleby Marshall Inc. and Timothy J.
FitzGerald
Exhibit 10.2 Form of Restricted Stock Agreement pursuant to The Middleby
Corporation 1998 Stock Incentive Plan