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MIDD > SEC Filings for MIDD > Form 8-K on 21-Nov-2008All Recent SEC Filings

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Form 8-K for MIDDLEBY CORP


21-Nov-2008

Entry into a Material Definitive Agreement


Item 1.01. Entry into a Material Definitive Agreement.

On November 21, 2008, TurboChef Technologies, Inc., a Delaware corporation ("TurboChef"), The Middleby Corporation, a Delaware corporation ("Middleby") and its wholly owned subsidiary, Chef Acquisition Corp., a Delaware corporation ("Merger Sub" and, together with Middleby, "Purchasers") amended the Agreement and Plan of Merger (the "Merger Agreement") dated August 12, 2008 to extend the End Date (as defined in the Merger Agreement) to January 7, 2009.

On November 10, 2008, TurboChef announced its third quarter financial results. Subsequent to this announcement, on November 13, 2008, Middleby contacted TurboChef to inform TurboChef that Middleby's Board of Directors had requested Middleby's management to conduct a comprehensive business review of TurboChef's financial condition and results of operations with TurboChef. During the course of the next week, Middleby and TurboChef management and advisors exchanged information and had a series of discussions in connection with such review, including a meeting at the offices of Paul Hastings in Atlanta on November 18, 2008. As a consequence of the additional time required to complete the business review and the ongoing Securities and Exchange Commission review of the Registration Statement, Middleby and TurboChef mutually agreed to extend the End Date to January 7, 2009 (the "Amendment").

The foregoing description of the Amendment, which is attached hereto as Exhibit 2.1, is qualified in its entirety by reference to the text thereof and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

              (d)      Exhibits.

Exhibit No.   Description

Exhibit 2.1   Amendment to Agreement and Plan of Merger dated November 21, 2008.


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