form8k.htm
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):
|
December
31, 2007
|
THE
MIDDLEBY CORPORATION
|
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
1-9973
|
36-3352497
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer 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
5.03 Amendments to Articles
of Incorporation or Bylaws; Change in FiscalYear.
On
December 31, 2007, the Board of Directors of The Middleby Corporation (the
“Company”) approved the amendment and restatement of the Company’s Amended and
Restated Bylaws (the “Bylaws”). Sections 5.1 and 5.2 of the Bylaws
were amended to provide that shares issued by the Company may be issued with
or
without certificates. These amendments were made in response to the
listing requirements of the Nasdaq Stock Market (the “NASDAQ”) that mandate that
all NASDAQ-listed companies become eligible to participate in a direct
registration system operated by a securities depository on and after January
1,
2008.
The
description of the amendments to the Bylaws set forth above is qualified in
its
entirety by reference to the full text of the Second Amended and Restated Bylaws
of the Company, which are filed as Exhibit 3.1 hereto and incorporated herein
by
reference.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
Exhibit
No. |
Description |
|
|
Exhibit
3.1
|
Second
Amended and Restated Bylaws 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.
|
THE
MIDDLEBY CORPORATION
|
|
|
Dated:
January 4, 2008
|
By: /s/
Timothy J. FitzGerald
|
|
|
Timothy
J. FitzGerald
Vice
President and
Chief
Financial Officer
|
Exhibit
Index
Exhibit
No. |
Description |
|
|
Exhibit
3.1
|
Second
Amended and Restated Bylaws of The Middleby Corporation.
|