UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
THE MIDDLEBY CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
596278101
(CUSIP Number)
Selim A. Bassoul
c/o The Middleby Corporation
1400 Toastmaster Drive
Elgin, Illinois 60120
Telephone: (847) 741-3300
Copy to:
Timothy J. FitzGerald
The Middleby Corporation
1400 Toastmaster Drive
Elgin, Illinois 60120
Telephone: (847) 741-3300
December 23, 2004
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are sent.
(Continued on following pages)
(Page 1 of 2 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 596278101 13D Page 2 of 2 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
SELIM A. BASSOUL
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------- ----------- ----------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 489,530
OWNED BY ----------- ----------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ----------- ----------------------------------------
9 SOLE DISPOSITIVE POWER
489,530
----------- ----------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,530
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of The Middleby Corporation, a Delaware corporation (the
"Company"). The address of the principal executive offices of the Company is
1400 Toastmaster Drive, Elgin, Illinois 60120.
Item 2. Identity and Background.
(a) The name of the individual filing this Schedule 13D is Selim A.
Bassoul ("Mr. Bassoul").
(b) The business address of Mr. Bassoul is c/o The Middleby
Corporation, 1400 Toastmaster Drive, Elgin, Illinois 60120.
(c) Mr. Bassoul is currently the Chief Executive Officer, President and
Chairman of the board of directors of the Company. The principal business of the
Company is the design, manufacture, marketing, distribution and service of
cooking and warming equipment used in the foodservice industry.
(d) and (e) During the last five years, Mr. Bassoul has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Bassoul is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms of that certain Employment Agreement by and
between the Company, Middleby Marshall Inc. and Mr. Bassoul, dated December 23,
2004 (the "Employment Agreement," attached hereto as Exhibit 1), the Company
granted to Mr. Bassoul 100,000 shares of restricted Common Stock of the Company
(the "Restricted Stock") under the Company's 1998 Stock Incentive Plan on
December 23, 2004 and will grant to Mr. Bassoul an additional 100,000 shares of
Restricted Stock in January of 2005. Under the terms of the Employment
Agreement, Mr. Bassoul will be granted an additional 100,000 shares of
Restricted Stock upon the earlier of January of 2006 and the date following the
date the Company's stockholders approve an amendment to the Company's 1998 Stock
Incentive Plan allowing for such additional grant to Mr. Bassoul in 2005.
Item 4. Purpose of Transaction.
Mr. Bassoul acquired and continues to hold the Common Stock reported
herein for investment purposes. Depending on market conditions and other factors
that Mr. Bassoul may deem material to his respective investment decisions, Mr.
Bassoul may purchase additional stock in the open market or in private
transactions. Depending on these same factors, Mr. Bassoul may sell all or a
portion of the Common Stock in private transactions or in the open market when
he is eligible to do so. Although the shares of Restricted Stock granted to Mr.
Bassoul pursuant to the Employment Agreement are scheduled to vest over a
five-year period, Mr. Bassoul is entitled to vote all granted shares of the
Restricted Stock immediately.
Except as disclosed in this Item 4, Mr. Bassoul does not have any
current plans or proposals which relate to or would result in any of the events
described in clauses (a) through (j) of the instructions to Item 4 of Schedule
13D of the Act.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock that Mr. Bassoul may
be deemed to beneficially own is 489,530 shares, which constitute approximately
6.6% of the outstanding shares of Common Stock.
(b) Mr. Bassoul has the sole power to vote or direct the vote of
489,530 shares of Common Stock. Subject to the vesting schedule set forth in the
Employment Agreement, Mr. Bassoul has the sole power to dispose or direct the
disposition of 489,530 shares of Common Stock. Mr. Bassoul does not have shared
power to vote or direct the vote or to dispose or direct the disposition of any
other shares of Common Stock.
(c) Except as disclosed in this Schedule 13D, Mr. Bassoul has not
effected any transactions with respect to the Common Stock within the 60-day
period prior to the filing of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The information set forth in Item 3 of this Schedule 13D is hereby
incorporated by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
----------- -----------
1 Employment Agreement, dated December 23, 2004, by
and between The Middleby Corporation, Middleby
Marshall Inc. and Selim A. Bassoul, incorporated
by reference to Exhibit 10.3 to the Current Report
on Form 8-K of The Middleby Corporation filed on
December 28, 2004
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 3, 2005
By: /s/ Selim A. Bassoul
-----------------------------------
Selim A. Bassoul
Exhibit Index
Exhibit No. Description
----------- -----------
1 Employment Agreement, dated December 23, 2004, by
and between The Middleby Corporation, Middleby
Marshall Inc. and Selim A. Bassoul, incorporated
by reference to Exhibit 10.3 to the Current Report
on Form 8-K of The Middleby Corporation filed on
December 28, 2004