MIDDLEBY Corp — Capital/Financing Update 2008

Jan 17, 2008

8-K/A 1 v099970_8ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

Amendment No. 1

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 31, 2007

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))

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A amends and supplements the Current Report on Form 8-K of The Middleby Corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on January 4, 2008 (the “Initial Form 8-K”) to include financial statements and pro forma financial information permitted pursuant to Item 9.01 of Form 8-K to be excluded from the Initial Form 8-K and filed by amendment to the Initial Form 8-K no later than 71 days after the date on which the Initial Form 8-K was required to be filed. As previously reported in the Initial Form 8-K, on December 31, 2007, the Company completed the acquisition of New Star International Holdings Inc. and subsidiaries, pursuant to an Agreement and Plan of Merger, dated as of November 18, 2007.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

(1) New Star International Holdings, Inc. and Subsidiaries Audited Consolidated Balance Sheets as of February 28, 2007 and 2006 and the Related Consolidated Statements of Income, Stockholders’ Equity and Cash Flows for each of the Three Years in the period ended February 28, 2007 and the Independent Auditors’ Report related thereto, filed as Exhibit 99.1 hereto and incorporated by reference herein.

(2) New Star International Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidated Balance Sheets as of November 30, 2007 and February 28, 2007, and the Related Unaudited Condensed Consolidated Statements of Income and Cash Flows for the Nine Months ended November 30, 2007 and 2006, filed as Exhibit 99.2 hereto and incorporated by reference herein.

(b) Pro Forma Financial Information

The pro forma financial information required by this item with respect to the transaction are filed as Exhibit 99.3 hereto and incorporated by reference herein:

(c) Not applicable.

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(d) Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| Exhibit
10.1 | Fourth
Amended and Restated Credit Agreement dated as of December 28,
2007, among
Middleby Marshall Inc., The Middleby Corporation, Various Financial
Institutions, Wells Fargo Bank, N.A., as syndication agent, Royal
Bank of
Canada and RBS Citizens, N.A., as Co-Documentation Agents, Fifth
Third
Bank and National City Bank, as Co-Agents, and Bank of America,
N.A., as
Administrative Agent, Issuing Lender and Swing Line
Lender.* |
| Exhibit
23.1 | Consent
of Deloitte & Touche LLP. |
| Exhibit
99.1 | New
Star International Holdings, Inc. and Subsidiaries Audited Consolidated
Balance Sheets as of February 28, 2007 and 2006 and the Related
Consolidated Statements of Income, Stockholders’ Equity and Cash Flows for
each of the Three Years in the period ended February 28, 2007 and
the
Independent Auditors’ Report related thereto. |
| Exhibit
99.2 | New
Star International Holdings, Inc. and Subsidiaries Unaudited Condensed
Consolidated Balance Sheets as of November 30, 2007 and February
28, 2007,
and the Related Unaudited Condensed Consolidated Statements of
Income and
Cash Flows for the Nine Months Ended November 30, 2007 and
2006. |
| Exhibit
99.3 | Unaudited
Pro Forma Condensed Consolidated Financial
Information. |

• Schedules omitted pursuant to Section 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule to the SEC upon request.

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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.

| /s/
Timothy J. FitzGerald |
| --- |
| Timothy
J. FitzGerald |
| Vice
President and Chief Financial
Officer |

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Exhibit Index

| Exhibit
No. | Description |
| --- | --- |
| Exhibit
10.1 | Fourth
Amended and Restated Credit Agreement dated as of December 28,
2007, among
Middleby Marshall Inc., The Middleby Corporation, Various Financial
Institutions, Wells Fargo Bank, N.A., as syndication agent, Royal
Bank of
Canada and RBS Citizens, N.A., as Co-Documentation Agents, Fifth
Third
Bank and National City Bank, as Co-Agents, and Bank of America,
N.A., as
Administrative Agent, Issuing Lender and Swing Line
Lender.* |
| Exhibit
23.1 | Consent
of Deloitte & Touche LLP. |
| Exhibit
99.1 | New
Star International Holdings, Inc. and Subsidiaries Audited Consolidated
Balance Sheets as of February 28, 2007 and 2006 and the Related
Consolidated Statements of Income, Stockholders’ Equity and Cash Flows for
each of the Three Years in the period ended February 28, 2007
and the
Independent Auditors’ Report related thereto. |
| Exhibit
99.2 | New
Star International Holdings, Inc. and Subsidiaries Unaudited
Condensed
Consolidated Balance Sheets as of November 30, 2007 and February
28, 2007,
and the Related Unaudited Condensed Consolidated Statements of
Income and
Cash Flows for the Nine Months Ended November 30, 2007 and
2006. |
| Exhibit
99.3 | Unaudited
Pro Forma Condensed Consolidated Financial
Information. |

• Previously filed.

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