MIDDLEBY Corp — M&A Activity 2008

Aug 12, 2008

8-K 1 form8-k.htm form8-k.htm Licensed to: Skadden Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 12, 2008

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:

þ 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))

Item 8.01 Other Events.

On August 12, 2008, The Middleby Corporation issued a press release announcing it has entered into an agreement and plan of merger with TurboChef Technologies, Inc. A copy of that press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| Exhibit
99.1 | Press
release dated August 12, 2008 of The Middleby
Corporation. |

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 |

Exhibit Index

| Exhibit
No. | Description |
| --- | --- |
| Exhibit
99.1 | Press
release dated August 12, 2008 of The Middleby
Corporation. |