UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-K/A
Amendment No. 1

x
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
For the Fiscal Year Ended December 31, 2005
 
or
 
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
Commission File No. 1-9973
 
THE MIDDLEBY CORPORATION
(Exact name of Registrant as specified in its charter)
 
Delaware
  
36-3352497
(State or other jurisdiction of incorporation or organization)
  
(IRS Employer Identification Number)
     
1400 Toastmaster Drive, Elgin, Illinois
  
60120
(Address of principal executive offices)
  
(Zip Code)
     
Registrant’s telephone number, including area code: 847-741-3300
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common stock,
par value $0.01 per share
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer x Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting stock held by nonaffiliates of the Registrant as of July 1, 2005 was approximately $380,886,920.

The number of shares outstanding of the Registrant’s class of common stock, as of March 10, 2006, was 7,900,475 shares.
 
Documents Incorporated by Reference
 
Part III of Form 10-K incorporates by reference the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A in connection with the 2006 annual meeting of stockholders.
 
EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 is being filed solely for the purpose of correcting certain inadvertent omissions in the certifications filed as Exhibits 31.1 and 31.2 thereto. No other changes have been made. This Amendment No. 1 does not change or update any of the company's previously reported financial statements or any other disclosure contained in the original Form 10-K as filed with the Securities and Exchange Commission on March 16, 2006.
 
 
PART IV

Item 15. Exhibits and Financial Statement Schedules
 
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 31st of March 2006.

THE MIDDLEBY CORPORATION
 
BY:   /s/ Timothy J. FitzGerald
Timothy J. FitzGerald
Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 31, 2006.

Signatures
  
Title
     
PRINCIPAL EXECUTIVE OFFICER
    
   
/s/ Selim A. Bassoul
  
Chairman of the Board, President, Chief Executive Officer
Selim A. Bassoul
  
and Director
   
   
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
    
 
    
/s/ Timothy J. FitzGerald
  
Vice President, Chief Financial Officer
Timothy J. FitzGerald