form8-k.htm
 

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): February 22, 2013

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 2.02        Results of Operations and Financial Condition.

On February 26, 2013, The Middleby Corporation (the “Company”) issued a press release announcing certain preliminary financial results for the fourth quarter and fiscal year ended December 29, 2012. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
 
The information furnished pursuant to Item 2.02 of 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 8.01        Other Events.
 
On February 22, 2013, the Company’s Board of Directors authorized the repurchase of up to an additional 1,000,000 shares of the Company’s common stock under the Company’s existing share repurchase program.

 
Item 9.01        Financial Statements and Exhibits.
 
(c)           Exhibits

Exhibit No.
 
Description
    99.1
 
 
The Middleby Corporation press release dated February 26, 2013.
 
 
 
 

 

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: February 27, 2013
By:  
   /s/ Timothy J. FitzGerald  
   
Timothy J. FitzGerald
   
Vice President and
   
Chief Financial Officer

 
 

 

EXHIBIT INDEX
 
Exhibit No.
 
Description
    99.1
 
 
The Middleby Corporation press release dated February 26, 2013.