MIDDLEBY Corp — Merger & Acquisition 2007

Nov 19, 2007

8-K 1 middleby_8k.htm middleby_8k.htm Licensed to: Skadden Arps Document Created using EDGARizer 4.0.1.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

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): November 19, 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))

Item 7.01 Regulation FD Disclosure.

On November 19, 2007, The Middleby Corporation issued a press release announcing it has entered into an agreement to acquire New Star International Holdings, Inc. A copy of that press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| Exhibit
99.1 | Press
release dated November 19, 2007 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 November 19, 2007 of The Middleby
Corporation. |