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): May 23, 2006

 

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.

 

Attached hereto as Exhibit 99.1 is a presentation The Middleby Corporation (“Middleby”) intends to use in connection with certain meetings in which management of Middleby will participate.

 

The information set forth under “Item 7.01 Regulation FD Disclosure,” including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.                                          Financial Statements and Exhibits.

 

(d)                                  Exhibits.

 

Exhibit No.

 

Description

 

 

 

Exhibit 99.1

 

The Middleby Corporation – Presentation to Enodis Shareholders

 

2



 

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: May 23, 2006

By:

/s/ Timothy J. FitzGerald

 

 

 

Timothy J. FitzGerald

 

 

Vice President and

 

 

Chief Financial Officer

 

3



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

Exhibit 99.1

 

The Middleby Corporation – Presentation to Enodis Shareholders

 

4