S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on January 14, 2002. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________ TURBOCHEF TECHNOLOGIES, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 48-1100390 --------------------------------- -------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 10500 Metric Drive, Suite 128, Dallas, Texas 75243 -------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) 1994 Stock Option Plan ----------------------- (Full title of the plan) Jeffrey B. Bogatin Chief Executive Officer Turbochef Technologies, Inc. 10500 Metric Drive, Suite 128 Dallas, Texas 75243 (Name and address of agent for service) (214) 379-6008 -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) Copy to: Robert J. Mittman, Esq. Ethan Seer, Esq. Blank Rome Tenzer Greenblatt LLP 405 Lexington Avenue New York, New York 10174 CALCULATION OF REGISTRATION FEE ------------------------------- Proposed Proposed Maximum Maximum Title of Aggregate Aggregate Amount of Securities to Amount to be Offering Price Offering Registration be Registered Registered (1) Per Share(2) Price (2) Fee ------------- -------------- -------------- ------------- ------------ Common Stock, 2,000,000 shares $ 3.36 $ 6,720,000 $ 1,606.08 par value $.001 per share (1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this registration statement also registers an indeterminate number of shares of common stock which may be issued pursuant to the anti-dilution provisions of the registrant's 1994 Stock Option Plan (the "Plan"). (2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457 under the Securities Act of 1933 based upon (i) as to the outstanding options to purchase 1,520,000 shares, the exercise prices of such options and (ii) as to the 480,000 shares of common stock that may be issued upon the exercise of options available for grant under the Plan, upon the average of the high and low sales prices of the common stock as reported on Nasdaq on January 9, 2002. This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-8 (Registration No. 333-81571) filed by Turbochef Technologies, Inc., a Delaware corporation, with the Securities and Exchange Commission on June 25, 1999 are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. -------- Exhibit No. Description ----------- ----------- 5 Opinion of Blank Rome Tenzer Greenblatt LLP 23.1 Consent of BDO Seidman, LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Blank Rome Tenzer Greenblatt (included in Exhibit 5) 24.1 Power of Attorney (included on the signature Page of this Registration Statement) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on this 10th day of January 2002. TURBOCHEF TECHNOLOGIES, INC. By: /s/ Jeffrey B. Bogatin --------------------------- Jeffrey B. Bogatin Chief Executive Officer Each person whose signature appears below authorizes each of Jeffrey B. Bogatin and John C. Shortley, or either of them acting individually, as his true and lawful attorney-in-fact, each with full power of substitution, to sign the Registration Statement on Form S-8 of Turbochef Technologies, Inc., including any and all post-effective amendments, in the name and on behalf of each such person, individually and in each capacity stated below, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Jefrey B. Bogatin Chairman of the Board and January 10, 2002 --------------------- Chief Executive Jeffrey B. Bogatin Officer(Principal Executive Officer) /s/ Stuart L. Silpe Chief Financial Officer January 10, 2002 ------------------- (Principal Financial Officer) Stuart L. Silpe /s/ John C. Shortley Chief Accounting Officer, January 10, 2002 -------------------- Controller, Treasurer and John C. Shortley Assistant Secretary (Principal Accounting Officer) Signature Title Date --------- ----- ---- /s/ Donald J. Gogel Director January 10, 2002 ------------------- Donald J. Gogel /s/ Mitchell E. Rudin Director January 10, 2002 --------------------- Mitchell E. Rudin Exhibit Index ------------- Exhibit No. Description ----------- ----------- 5 Opinion of Blank Rome Tenzer Greenblatt LLP 23.1 Consent of BDO Seidman, LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Tenzer Greenblatt LLP (included in Exhibit 5) 24.1 Power of Attorney (included on Signature Page of the Registration Statement)