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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): July 15, 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 7.01 Regulation FD Disclosure.
On July 15, 2005, The Middleby Corporation (the "Company")
issued a press release announcing that it priced a secondary offering of
1,213,375 shares of its common stock at $56.00 per share. All of the shares are
being sold by certain stockholders controlled by either William F. Whitman,
Jr., the Company's former chairman of the board, or members of his family. The
Company will not sell any shares or receive any proceeds from the sale of stock
by the selling stockholders in the offering. A copy of the press release,
attached hereto as Exhibit 99, is being furnished pursuant to Regulation FD and
is incorporated by reference herein.
This information in this report shall not be deemed "filed"
for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall
it be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
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 July 15,
2005
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: July 15, 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 99 Press Release issued by The Middleby Corporation on July
15, 2005