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MIDD > SEC Filings for MIDD > Form 8-K on 27-Feb-2013All Recent SEC Filings

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Form 8-K for MIDDLEBY CORP


27-Feb-2013

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibi


Item 2.01. Completion of Acquisition or Disposition of Assets.
This Amendment No. 1 on Form 8-K/A amends and supplements the Current Report on Form 8-K of The Middleby Corporation (the "Company"), filed with the Securities and Exchange Commission (the "Commission") on January 7, 2013 (the "Initial Form 8-K") to include financial statements and pro forma financial information permitted pursuant to Item 9.01 of Form 8-K to be excluded from the Initial Form 8-K and filed by amendment to the Initial Form 8-K no later than 71 days after the date on which the Initial Form 8-K was required to be filed. As previously reported in the Initial Form 8-K, on December 31, 2012, the Company, through its wholly-owned subsidiary VRC Acquisition Company, LLC, completed the acquisition of Viking Range Corporation pursuant to a Stock Purchase Agreement, dated as of December 31, 2012.



Item 9.01. Financial Statements and Exhibits.
(a)  Financial Statements of Business Acquired
(1)                Viking Range Corporation and Subsidiaries Audited Consolidated
                   Balance Sheets as of December 31, 2011 and 2010 and the
                   Related Consolidated Statements of Operations, Stockholders'
                   Equity and Cash Flows for the year ended December 31, 2012 and
                   the Independent Auditors' Report related thereto, filed as
                   Exhibit 99.1 hereto and incorporated by reference herein.


(2)                Viking Range Corporation and Subsidiaries Unaudited Condensed
                   Consolidated Balance Sheets as of September 30, 2012 and
                   December 31, 2011, and the Related Unaudited Condensed
                   Consolidated Statements of Operations and Cash Flows for the
                   Nine Months ended September 30, 2012 and 2011, filed as
                   Exhibit 99.2 hereto and incorporated by reference herein.


(b)  Pro Forma Financial Information

The pro forma financial information required by this item with respect to the transaction are filed as Exhibit 99.3 hereto and incorporated by reference herein:
(c) Not applicable.
(d) Exhibits. Exhibit No. Description

Exhibit 23.1  Consent of Horne LLP.
Exhibit 99.1             Viking Range Corporation and Subsidiaries Audited
                         Consolidated Balance Sheet as of December 31, 2011 and
                         2010 and the Related Consolidated Statements of
                         Operations, Stockholders' Equity and Cash Flows for the
                         year ended December 31, 2011 and the Independent
                         Auditors' Report related thereto.


Exhibit 99.2             Viking Range Corporation and Subsidiaries Unaudited
                         Condensed Consolidated Balance Sheets as of September
                         30, 2012 and December 31,


2011, and the Related Unaudited Condensed Consolidated Statements of Operations and Cash Flows for the Nine Months Ended September 30, 2012 and 2011. Exhibit 99.3 Unaudited Pro Forma Condensed Consolidated Financial Information.

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