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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): March 8, 2007
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9973 36-3352497
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On March 8, 2007, The Middleby Corporation (the "Company")
notified The Nasdaq Stock Market ("Nasdaq") that the Company may have
inadvertently violated Nasdaq Marketplace Rule 4350(i)(1)(A). The notification
related to the Company's inadvertent issuance of out-of-plan stock options to
purchase 3,500 shares of the Company's common stock to the outside directors of
the Company in May 2006. The directors and the Company have taken the required
actions to rescind the May 2006 transactions, effective as of March 8, 2007.
On March 12, 2007, the Nasdaq issued a letter to the Company
indicating that the Company had violated Nasdaq Marketplace Rule 4350(i)(1)(A),
but that the Company was now back in compliance with Nasdaq's listing standards
as a result of the Company's actions described above and that the matter is now
closed. A copy of the Nasdaq letter is attached as Exhibit 99.1 hereto. Also on
March 12, 2007, the Company issued a press release announcing its receipt of the
Nasdaq Letter, a copy of which is attached as Exhibit 99.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Letter from The Nasdaq Stock Market to the Middleby
Corporation dated March 12, 2007.
99.2 The Middleby Corporation press release dated March 12, 2007.
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: March 12, 2007 By: /s/ Timothy J. FitzGerald
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Timothy J. FitzGerald
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Letter from The Nasdaq Stock Market to the Middleby
Corporation dated March 12, 2007.
99.2 The Middleby Corporation press release dated March 12, 2007.