SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 1-9973
CUSIP Number of Class of Securities 596278101
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR
For Period Ended: June 29, 2002
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
THE MIDDLEBY CORPORATION
(Full Name of Registrant)
--------------------------
(Former Name if Applicable)
1400 Toastmaster Drive, Elgin, Illinois 60120
(Address of Principal Executive Offices)
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [X]
(a) The reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Company will be delayed in the filing of its Form 10-Q for the period ended
June 29, 2002 because of the need to restate its previously issued financial
statements for the year ended December 29, 2001 and the quarter ended March 30,
2002. As publicly announced on August 7, 2002, the Company will restate its
financial statements for the year ended December 29, 2001 and the quarter ended
March 30, 2002 to revise its accounting for certain derivative securities. The
Company intends to engage its newly appointed independent auditor to audit the
restated financial statements for the year ended December 29, 2001 and to
perform a review of the restated financial statements for the quarter ended
March 30, 2002. The Company believes it will file its Form 10-Q for the quarter
ended June 29, 2002 within the extension period granted pursuant to Rule 12b-25;
however, the Company's independent auditors have advised the Company that they
will not be in a position to complete their review of the Company's unaudited
condensed consolidated financial statements for the three and six month periods
ended June 29, 2002 until the audit of the restated December 29, 2001 financial
statements is completed. Upon completion of the audit of its restated financial
statements for the year ended December 29, 2001, the Company expects to amend
its Annual Report on Form 10-K for the year ended December 29, 2001 and its
Quarterly Report on Form 10-Q for the quarter ended March 30, 2002.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David B. Baker (847) 429-7915
(Name) (Phone No.)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
|X| Yes |_| No
If answer is no, identify report(s).
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
THE MIDDLEBY CORPORATION
(name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 13, 2002 By: /s/ David B. Baker
--------------- -------------------
David B. Baker
Vice President,
Chief Financial Officer
and Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registration by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
Exhibit A
[Accountant's statement as required by Rule 12b-25(c)]
August 13, 2002
The Middleby Corporation
Dear Sirs:
On August 7, 2002, The Middleby Corporation publicly announced that it will
restate its consolidated financial statements for the year ended December 29,
2001 and the quarter ended March 30, 2002 to revise its accounting for certain
derivative securities. We have advised The Middleby Corporation that we will not
be in a position to complete our review of the Company's unaudited condensed
consolidated financial statements for the three and six month periods ended June
29, 2002 until the audit of the restated December 29, 2001 financial statement
and review of the condensed consolidated financial statements for the three
month period ended March 30, 2002 are completed.
/s/ Deloitte & Touche LLP