-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AMdoleL2rOaXc+J0skxpOjFBNMFiLK9imbs3KZBjTsAwuuHIffcFIpKOuFwiTRki TGZ2sQvAGwQQpyQ/MtEiuw== 0001013594-08-000187.txt : 20080214 0001013594-08-000187.hdr.sgml : 20080214 20080214165614 ACCESSION NUMBER: 0001013594-08-000187 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TURBOCHEF TECHNOLOGIES INC CENTRAL INDEX KEY: 0000916545 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 481100390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46433 FILM NUMBER: 08618310 BUSINESS ADDRESS: STREET 1: SUITE 1900 STREET 2: SIX CONCOURSE PARKWAY CITY: ATLANTA STATE: 2Q ZIP: 30328 BUSINESS PHONE: 678-987-1700 MAIL ADDRESS: STREET 1: SUITE 1900 STREET 2: SIX CONCOURSE PARKWAY CITY: ATLANTA STATE: 2Q ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: TURBOCHEF INC DATE OF NAME CHANGE: 19940207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTREPID CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001135175 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 360 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124508000 MAIL ADDRESS: STREET 1: 360 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 turbochef13ga-021408.txt FEBRUARY 14, 2008 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G (Rule 13d-102) ________________ INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* TurboChef Technologies, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 900006206 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) ___________ * 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 the disclosures provided in a prior cover page. The information required in 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 ("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). _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bluenose Capital Fund (QP), L.P. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 555,568 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 555,568 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 555,568 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.92% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON PN _____________________________________________________________________________ _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bluenose Master Fund, Ltd. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 904,532 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 904,532 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 904,532 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.12% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON CO _____________________________________________________________________________ ____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Intrepid Capital Advisors, LLC _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 555,568 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 555,568 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 555,568 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.92% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON OO _____________________________________________________________________________ _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Intrepid Fund Management, LLC _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 904,532 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 904,532 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 904,532 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.12% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON OO _____________________________________________________________________________ _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven Shapiro _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,460,100 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,460,100 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,460,100 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.04% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IN _____________________________________________________________________________ This statement is filed with respect to the common stock ("Common Stock") of TurboChef Technologies, Inc. (the "Issuer") beneficially owned by the Reporting Persons identified below as of February 11, 2008, and amends and supplements the Schedule 13G originally filed by the Reporting Persons on March 16, 2007 (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"): Bluenose Capital Fund (QP), L.P. ("BN"), Bluenose Master Fund, Ltd. ("BN Offshore"), Intrepid Capital Advisors, LLC ("ICA"), Intrepid Fund Management, LLC ("IFM") and Steven Shapiro ("Shapiro", and collectively, the "Reporting Persons"). ITEM 4. OWNERSHIP. A. BN (a) Amount beneficially owned: 555,568 (b) Percent of class: 1.92% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 555,568 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 555,568 BN has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ICA, and Mr. Shapiro, the controlling person of ICA. Neither ICA nor Mr. Shapiro directly owns any shares of Common Stock. By reason of the provisions of Rule 13d-5 promulgated under the Act, ICA and Mr. Shapiro may each be deemed to own beneficially the shares owned by BN, and therefore may be deemed to share the power to vote or dispose of the shares owned by BN. B. BN Offshore (a) Amount beneficially owned: 904,532 (b) Percent of class: 3.12% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 904,532 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 904,532 BN Offshore has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its investment manager, IFM, and Mr. Shapiro, the controlling person of IFM. Neither IFM nor Mr. Shapiro directly owns any shares of Common Stock. By reason of the provisions of Rule 13d-5 promulgated under the Act, IFM and Mr. Shapiro may each be deemed to own beneficially the shares owned by BN Offshore, and therefore may be deemed to share the power to vote or dispose of the shares owned by BN Offshore. C. ICA (a) Amount beneficially owned: 555,568 (b) Percent of class: 1.92% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 555,568 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 555,568 ICA is the general partner of BN. Thus, ICA has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by BN. ICA owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-5 promulgated under the Act, ICA may be deemed to own beneficially the shares owned by BN, and therefore may be deemed to share the power to vote or dispose of the shares owned by BN. D. IFM (a) Amount beneficially owned: 904,532 (b) Percent of class: 3.12% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 904,532 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 904,532 IFM is the investment manager of BN Offshore and other accounts that it separately manages. Thus, IFM has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by BN Offshore and the other accounts that it separately manages. IFM owns directly no shares of Common Stock. By reason of the provisions of Rule 13d-5 promulgated under the Act, IFM may be deemed to own beneficially the shares owned by BN Offshore and the other accounts is separately manages, and therefore may be deemed to share the power to vote or dispose of the shares owned by BN Offshore and such other separately managed accounts. E. Steven Shapiro (a) Amount beneficially owned: 1,460,100 (b) Percent of class: 5.04% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 1,460,100 (iii) sole power to dispose or to direct the disposition 0 (iv) shared power to dispose or to direct the disposition 1,460,100 Shapiro, as the Manager of ICA and IFM, has the power to dispose of and vote the Common Stock beneficially owned by BN and BN Offshore. Shapiro does not own any shares of Common Stock directly. By reason of the provisions of Rule 13d-5 promulgated under the Act, Shapiro may be deemed to beneficially own the shares beneficially owned by BN and BN Offshore. Collectively, the Reporting Persons beneficially own 1,460,100 shares of Common Stock representing 5.04% of the outstanding shares of Common Stock. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 14, 2008 /s/ Steven Shapiro ----------------------------------------- STEVEN SHAPIRO, individually, as Manager of Intrepid Capital Advisors, LLC, on behalf of itself and of Bluenose Capital Fund (QP), L.P., as its general partner, and as Manager of Intrepid Fund Management, LLC, on behalf of itself and of Bluenose Master Fund, Ltd., as its investment manager -----END PRIVACY-ENHANCED MESSAGE-----