-----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, RBraNcqm2LLWOEBXgWBR1zXj6BoG7lq0lYn1scWNxxt4GnafiD1eQlbiZUhF6LJE R2svpBcKh5VYiXcqxddT8Q== 0000930661-02-001027.txt : 20020415 0000930661-02-001027.hdr.sgml : 20020415 ACCESSION NUMBER: 0000930661-02-001027 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020402 FILER: 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: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23478 FILM NUMBER: 02598886 BUSINESS ADDRESS: STREET 1: 10500 METRIC DRIVE SUITE 128 CITY: DALLAS STATE: TX ZIP: 75243 BUSINESS PHONE: 2143419471 MAIL ADDRESS: STREET 1: 10500 NETRIC DRIVE STREET 2: SUITE 128 CITY: DALLAS STATE: TX ZIP: 75243 FORMER COMPANY: FORMER CONFORMED NAME: TURBOCHEF INC DATE OF NAME CHANGE: 19940207 NT 10-K 1 dnt10k.txt FORM 12B 25 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number 000-23478 NOTIFICATION OF LATE FILING (Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR For Period Ended: December 31, 2001 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: N/A Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I REGISTRANT INFORMATION TurboChef Technologies, Inc. ---------------------------- Full Name of Registrant N/A --- Former Name if Applicable 10500 Metric Drive, Suite 128 ----------------------------- Address of Principal Executive Office (Street and Number) Dallas, Texas 75243 ------------------- City, State and Zip Code PART II RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box. If appropriate) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, or the transition report portion thereof could not be filed within the prescribed time period. (Attached extra sheets if needed.) The Company could not complete its annual report on Form 10-K for the fiscal year ended December 31, 2001 on a timely basis due to certain unforeseen difficulties in connection with its preparation. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Stuart L. Silpe 212 244-5553 -------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |X| Yes |_| No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |X| Yes |_| No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See Attachment -------------- TurboChef Technologies, Inc. ---------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date April 1, 2002 By /s/ Stuart Silpe ----------------------- Chief Financial Officer Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amendment notification. 5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulations S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter). ATTACHMENT TO PART IV OF FORM 12b-25 OF TURBOCHEF TECHNOLOGIES, INC. With respect to its Form 10-K for the fiscal year ended December 31, 2001 The registrant estimates that its results of operations for the fiscal year ended December 31, 2001 ("Fiscal 2001") as reflected in its statements of operations to be included in its Form 10-K for the fiscal year ended December 31, 2001 will reflect a decrease in total revenues to $3,230,000 compared to $7,846,000 for the fiscal year ended December 31, 2000 ("Fiscal 2000"). In addition, the registrant expects to report a loss from operations of $6,026,000 in Fiscal 2001 compared to a loss from operations of $7,674,000 in Fiscal 2000. Net loss for Fiscal 2001 is expected to be $6,031,000 compared to a net loss of $3,732,000 in Fiscal 2000. After accounting for the payment of preferred stock dividends, net loss applicable to common shareholders is expected to be $6,716,000 in Fiscal 2001 compared to $3,752,000 in Fiscal 2000. Included in Fiscal 2000 results is other income of $3,942,000 compared to other expense of $5,000 in Fiscal 2001. The other income in Fiscal 2000 primarily resulted from a $5,022,000 gain from the Company's sale of marketable securities which occurred in the fourth quarter of Fiscal 2000. There was no comparable transaction in Fiscal 2001. -----END PRIVACY-ENHANCED MESSAGE-----