-----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, VHx6tfpoJh4/5LGb98jZVpCJcYIOqv65H6i52douT/h+4yPrpQFfeuWuFuaW6yLe XMJkeujVj48W049JzIO26w== 0000930661-02-001839.txt : 20020524 0000930661-02-001839.hdr.sgml : 20020524 20020523201832 ACCESSION NUMBER: 0000930661-02-001839 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020524 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-82518 FILM NUMBER: 02661511 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 S-3/A 1 ds3a.txt AMENDMENT NO. 1 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2002 REGISTRATION NO. 333-82518 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 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 of Incorporation) (I.R.S. Employer ID No.) 10500 Metric Drive, Suite 128 Dallas, Texas 75243 (214) 379-6000 - -------------------------------------------------------------------------------- (Address and telephone number of Registrant's principal executive offices) Jeffrey B. Bogatin 660 Madison Avenue 21st Floor New York, New York 10021 (212) 244-5553 --------------------------------------------------- (Address and telephone number of agent for service) Copies to: Robert J. Mittman, Esq. Ethan Seer, Esq. Blank Rome Tenzer Greenblatt LLP 405 Lexington Avenue New York, New York 10174 Telephone (212 885-5000 Facsimile: (212) 885-5001 Approximate date of proposed commencement of sale to public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] Calculation of Fee
- -------------------------------------------------------------------------------------------------------------------------------- Title of Shares to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered Aggregate Price Per Unit Aggregate Offering Price Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- Common Stock $.01 4,509,120 (2) $2.055 (3) $9,266,242 (3) $ 852.49 par value (1) - -------------------------------------------------------------------------------------------------------------------------------- Registration Fee Previously Paid $2,293.79 (4) - -------------------------------------------------------------------------------------------------------------------------------- Registration Fee Due $ 0.00 - --------------------------------------------------------------------------------------------------------------------------------
(1) Represents shares to be sold by selling stockholders. (2) Pursuant to Rule 416 of the Securities Act of 1933, there are also being registered such additional shares as may be offered or issued to the selling stockholders to prevent dilution resulting from stock dividends, stock splits or similar transactions. (3) Estimated solely for purpose of calculating the registration fee. Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the registration fee has been calculated based upon the average of the high and low prices, as reported by Nasdaq, for the registrant's Common Stock as of May 20, 2002. (4) Represents the fee paid for the registration of 3,136,802 shares of common stock pursuant to the initial filing by the Registrant of this Registration Statement on February 11, 2002. The amount of the registration fee was based upon a rate of $250 per $1,000,000 of aggregate offering price, not on the Securities and Exchange Commission's then implemented rate of $92 per $1,000,000 of aggregate offering price, resulting in an overpayment by the Registrant of $1,449.68 of the registration fee. The Registrant hereby applies $259.45 of the overpaid amount as the registration fee for the additional 1,372,318 shares of common stock being registered hereby, based upon the rate of $92 per $1,000,000 of aggregate offering price. No additional monies need be paid by the Registrant at this time with respect to the registration fee for the additional shares being registered hereby. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated May 24, 2002 PROSPECTUS TURBOCHEF TECHNOLOGIES, INC. 4,509,120 shares of Common Stock The selling stockholders listed on page 10 through 12 are offering for resale 4,509,120 shares of common stock beneficially owned by them. The common stock may be offered from time to time by the selling stockholders through ordinary brokerage transactions in the over-the-counter markets, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices and in other ways as described in the "Plan of Distribution". We will not receive any of the proceeds from the sale of the shares by the selling stockholders. Our common stock is listed on the Nasdaq Small-Cap Market under the symbol "TRBO." On May 23, 2002, the last sale price of our common stock as reported by Nasdaq was $2.71 per share. Investing in our common stock involves a high degree of risk. For more information, see "Risk Factors" beginning on page 3. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is ________, 2002 Table of Contents
Page ---- Forward-looking Statements ................................................ 3 The Company ............................................................... 3 Risk Factors .............................................................. 3 Use of Proceeds ........................................................... 10 Selling Stockholders ...................................................... 10 Plan of Distribution ...................................................... 15 Legal Matters ............................................................. 17 Experts ................................................................... 17 Where You Can Find More Information ....................................... 18 Incorporation of Certain Documents by Reference ........................... 18
2 Forward-looking Statements Certain statements in this Registration Statement or the documents incorporated by reference in this Registration Statement constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of TurboChef Technologies, Inc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, those set forth under the caption "Risk Factors." The words "believe," "expect," "anticipate," "intend," and "plan" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which speak only as of the date of the statement was made. TurboChef undertakes no obligation to update any forward-looking statement. The Company TurboChef is engaged primarily in designing, developing and marketing its proprietary rapid cook technologies. Our proprietary rapid cook ovens, which requires no ventilation, employs a combination of high speed forced air and microwave energy to "cook-to-order" a variety of food products at faster speeds and to quality standards comparable, and in many instances superior to, other conventional residential and commercial ovens currently available. TurboChef was incorporated under the laws of the State of Delaware in April 3, 1991. Our principal executive offices are located at 10500 Metric Drive, Suite 128, Dallas, Texas 75243, and its telephone number is (214) 379-6000. Risk Factors We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our operations. The following highlights some of the factors that have affected, and in the future could affect, our operations. Our auditors expressed substantial doubt about our ability to continue as a going concern in their audit report for the fiscal year ended December 31, 2001. Our auditors have included an explanatory paragraph in their audit opinion with respect to our consolidated financial statements at December 31, 2001. The paragraph states that our recurring losses from operations and resulting continued dependence on access to external financing sources and new sales raise substantial doubt about our ability to continue as a going concern. Furthermore, the factors leading to and the existence of the explanatory paragraph may adversely affect our relationship with customers and suppliers and have an adverse effect on our ability to obtain additional financing. 3 Because we have not generated positive cash flow and our capital requirements are significant, if we are unable to obtain financing when needed, we may be required to curtail or cease our operations. Our capital requirements in connection with our proposed marketing efforts, continuing product development and purchases of inventory and parts are expected to be significant for the foreseeable future. Historically, cash generated from operations has not been sufficient to fund our capital requirements. We anticipate that we may need to raise additional capital by the fourth quarter of 2002. However, if our plans change, anticipated revenues do not materialize, or actual expenses exceed estimated expenses we could be required to obtain additional financing sooner. We have been dependent upon sales of our securities to fund our operations. If we are unable to raise additional financing if needed, we may be required to curtail our operations. We have historically relied upon sales of securities to fund our operations. We have no current arrangements with respect to, or sources of, additional financing. Even if additional funds are available, we may not be able to obtain them on a timely basis, or on terms acceptable to us. Failure to obtain additional funds when required would result in inadequate capital to operate our business in accordance with our plans and require us to cut back our operations, which could result in a further decline in revenues, or to cease our operations. We have incurred significant historical losses and expect to continue to incur losses in the future. We have incurred net losses applicable to shareholders of $6.7 million, $3.8 million and $8.8 million during the fiscal years ended December 31, 2001, 2000 and 1999, respectively, and $1.3 million during the quarter ended March 31, 2002. We had an accumulated deficit of approximately $41.8 million at March 31, 2002. We expect our operating expenses to increase due to the expansion of our sales force. In addition, in prior periods, we have incurred expenses to cover the unanticipated costs of extended warranties. We cannot assure you that we will not incur significant warranty expenses in the future. Moreover, if we do not achieve significantly increased sales levels, our losses will increase. We cannot assure you that we will be able to achieve profitable operations in the future. We experienced a substantial decline in revenues from 2000 to 2001 due to the loss of product royalties and research and development revenues from Maytag and Gas Research Institute. In fiscal 2000, research and development revenues and royalties from Maytag and research and development revenues from Gas Research Institute accounted for 39% and 22% of our revenues. In the first quarter of 2001, Maytag terminated its license agreement with us and in the fourth quarter of 2000, our development activities for Gas Research Institute ended. We were unable to replace these revenue sources in 2001 and, as a result, our revenues declined from $7,846,000 for the year ended December 31, 2000 to $3,230,000 for the year ended December 4 31, 2001. The loss of these revenue sources significantly impacted our operating results and cash flow for 2001. Because of our long manufacturing cycle, we hold significant levels of inventory prior to making sales, which requires us to use cash in advance of sales and could adversely affect our operating results and cash flows if sales are generated at a slower rate than anticipated. Due to the long manufacturing cycle for our ovens, we hold a significant level of inventory. As of March 31, 2002, we held $1,179,000 of finished goods inventory (ovens) and $997,000 of parts and demonstration inventory. This process requires us to use working capital early in the manufacturing cycle and without any certainty of corresponding sales being made. In addition, we recently entered into a contract with our manufacturer of ovens which requires us to purchase $14 million of ovens over a 17 month period. Should sales of ovens fail to materialize, or materialize at slower than anticipated rates, we will require additional working capital to hold component parts and purchase completed ovens and our operating results will be adversely affected. Because the market for our products is an emerging market, we will be required to undertake significant marketing efforts to achieve market acceptance, the success of which we cannot predict. The rapid cook commercial oven segment of the food service equipment industry is an emerging market. As is typical with new products based on innovative technologies, demand for and market acceptance of the TurboChef ovens are subject to a high level of uncertainty. Achieving market acceptance for the TurboChef ovens will require substantial marketing efforts and the expenditure of significant funds to increase the food service industry's familiarity with TurboChef and to educate potential customers as to the distinctive characteristics and perceived benefits of the TurboChef ovens and our technologies. We cannot assure you that we will have available the funds necessary to achieve such acceptance or that our efforts will result in significant commercial acceptance. If our marketing strategy is not successful, we will incur significant expenses and our operating results will be adversely affected. Historically, we have engaged a limited direct sales force. We intend to incur significant expense to expand our direct sales force. If our efforts are unsuccessful or our direct sales force is unable to generate significant additional revenue, we will incur significant cash expenditures, without achieving a corresponding increase in revenues, which will adversely affect our operating results and future prospects. We are subject to risks associated with developing products based on innovative technologies, which could delay product introductions and result in significant capital expenditures. We continually seek to refine and improve upon the physical attributes, utility and performance of the TurboChef oven. Moreover, we are subject to many risks associated with the development of new products based on innovative technologies, including unanticipated technical or other problems and the possible insufficiency of the funds allocated for the 5 completion of such development, which could result in a substantial change in the design, delay in the development, or abandonment of new applications and products. Consequently, we cannot assure you that we will develop or successfully commercialize ovens incorporating technology superior to that contained in our C-3 oven technology or that additional products will be successfully developed, or that, if developed, they will meet current price or performance objectives, be developed on a timely basis or prove to be as effective as products based on other technologies. The inability to successfully complete development of a product or application or a determination by us, for financial, technical or other reasons, not to complete development of any product or application, particularly in instances in which we have made significant capital expenditures, could have a material adverse effect on our operating results and operations. We have committed to purchase approximately $14 million of C-3 ovens from our sole manufacturing source, regardless of whether we have customers for these ovens. In March 2002, we entered into a manufacturing agreement with Shandong Xiaoya Group ("Xiaoya") pursuant to which we are committed to purchase $14 million of C-3 ovens over the next 17 months. We are committed to purchase these ovens, regardless of whether we have made corresponding sales. If sales of our ovens do not increase significantly, we will be forced to acquire excess inventory and we may not have the funds necessary to make the purchases required under the agreement. If we were to breach the agreement, Xiaoya could terminate the agreement and seek monetary damages. Moreover, Xiaoya is our sole supplier of C-3 ovens. If Xiaoya were unable to produce ovens in accordance with our scheduled delivery requirements and our quality specifications, our ability to generate sales will be materially impacted. We are dependent upon third-party suppliers and manufacturers and do not control their activities. We generally do not maintain supply agreements with such third parties but instead purchase components and electronic parts pursuant to purchase orders in the ordinary course of business. Some of our specially-designed components used in the TurboChef oven are sourced from a limited number of suppliers. We are and will continue to be substantially dependent on the ability of our suppliers to, among other things, meet our design, performance and quality specifications. Their failure to supply, or delay in supplying us with ovens or components could adversely affect our profit margin and our ability to meet our delivery schedules on a timely and competitive basis. We are subject to the risks and uncertainties of foreign manufacturing which could interrupt our operations. All of our products are manufactured in China. We are subject to various risks inherent in foreign manufacturing, including: - increased credit risks; - tariffs, duties and other trade barriers; - fluctuations in foreign currency exchange rates; - shipping delays; and 6 - international political, regulatory and economic developments. Any of these developments could have a significant impact on our manufacturer's ability to deliver our products, increase our costs of goods and/or interrupt our operations. If these goods were destroyed or damaged during shipment, we could lose sales opportunities and our operations and financial position could be adversely affected. Because of the intense competition in the market in which we compete and the strength of some of our competitors, we may not be able to compete effectively. The rapid cook segment of the food service equipment market is characterized by intense competition. We compete with numerous well-established manufacturers and suppliers of commercial ovens, grills and fryers (including those which cook through the use of conduction, convection, induction, air impingement, infrared, and/or microwave heating methods). In addition, we are aware of others who are developing, and in some cases have introduced, new ovens based on high-speed heating methods and technologies. We cannot assure you that other companies with the financial resources and expertise that would encourage them to attempt to develop competitive products, do not have or are not currently developing functionally equivalent products, or that functionally equivalent products will not become available in the near future. Most of our competitors possess substantially greater financial, marketing, personnel and other resources than we possess, and have established reputations relating to product design, development, manufacture, marketing and service of cooking equipment. If we are unable to keep up with changing technology and evolving industry standards, our products may become obsolete. The market for our products and technologies is characterized by changing technology and evolving industry standards. We will not be able to compete successfully unless we: . continually enhance and improve our existing products, . complete development and introduce to the marketplace in a timely manner our proposed products, . adapt our products to the needs of our customers, potential customers and evolving industry standards, and . continue to improve operating efficiencies and lower manufacturing costs. Moreover, competitors may develop technologies or products that render our products obsolete or less marketable. The nature of our business exposes us to potential liability. We are engaged in a business which could expose us to possible liability claims from others, including from food service operators and their staffs, as well as from consumers, for personal injury or property damage due to design or manufacturing defects or otherwise. We cannot assure you that our insurance or that of any third-party manufacturer will be sufficient to cover potential claims or that an adequate level of coverage will be available in the future at 7 reasonable cost. A partially insured or a completely uninsured successful claim against us could have a material adverse effect on our operating results and future operations and prospects. An increase in warranty expenses could adversely effect our operating results. We offer purchasers of our ovens a one-year limited warranty covering our system's workmanship and materials, during which period we or our authorized service representative will make repairs and replace parts that have become defective due to normal use. We estimate for and record our future warranty costs based upon past expenses. We cannot assure you, however, that future warranty expenses which we incur on the one-year warranty will not exceed our estimates which, in turn, could have a material adverse effect on our results of operations. If we are unable to protect our patents, trademarks and other intellectual property, our business could be materially adversely affected. There can be no assurance as to the breadth or degree of protection which existing or future patents, if any, may afford us, that any patent applications will result in issued patents, that our patents, pending patents, registered trademark or registered servicemark will be upheld if challenged or that competitors will not develop similar or superior methods or products outside the protection of any patent issued to us. We cannot assure you that we will have all of the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action. We also rely on trade secrets and proprietary know-how and employ various methods to protect the concepts, ideas and documentation of our proprietary technologies. However, those methods may not afford complete protection and we cannot assure you that others will not independently develop similar know-how or obtain access to our know-how, concepts, ideas and documentation. Furthermore, although we have and expect to have confidentiality and non-competition agreements with our employees and appropriate suppliers and manufacturers, we cannot assure you that these arrangements will adequately protect our trade secrets or that others will not independently develop products or technologies similar to ours. If our products or intellectual property violate the rights of others, we may become liable for damages. In the event our existing or any future products, trademarks, servicemarks or other proprietary rights infringe patents, trademarks, servicemarks or proprietary rights of others, we could become liable for damages and may be required to modify the design of our products, change the name of our products or obtain a license. We cannot assure you that we will be able to do so in a timely manner, upon acceptable terms and conditions, or at all. The failure to do any of the foregoing could have a material adverse effect upon our ability to manufacture and market our products. Our business subjects us to significant regulatory compliance burdens. 8 We are subject to regulations administered by various federal, state, local and international authorities, including those limiting radiated emissions from oven products, which impose significant compliance burdens on us. Failure to comply with these regulatory requirements may subject us to civil and criminal sanctions and penalties. While we believe that we and our products are in compliance in all material respects with all laws and regulations applicable to such models, including those administered by the United States Food and Drug Administration, the Federal Communications Commission, the European Community Council and the Japanese Government's Ministry of International Trade, we cannot assure you of such compliance. Moreover, new legislation and regulations, as well as revisions to existing laws and regulations, at the federal, state, local and international levels may be proposed in the future affecting the food service equipment industry. These proposals could affect our operations, result in material capital expenditures, affect the marketability of our existing products and technologies and/or could limit opportunities for us with respect to modifications of our existing products or with respect to our new or proposed products or technologies. In addition, expansion of our operations into new markets may require us to comply with additional regulatory requirements. We cannot assure you that we will be able to comply with additional applicable laws and regulations without excessive cost or business interruption, and failure to comply could have a material adverse effect on us. We are subject to the risk of financial loss from foreign currency fluctuations. During Fiscal 2001, approximately 65% of our revenues were derived from sales outside of the United States. These sales, as well as salaries of employees located outside of the United States and approximately 20% of our other expenses, are denominated in foreign currencies, including British pounds and the Euro. We are subject to risk of financial loss resulting from fluctuations in exchange rates of these currencies against the US dollar. We are involved in an arbitration proceeding which, were the outcome to be unfavorable, would adversely affect our operating results and future operations. We are a plaintiff in an arbitration proceeding we commenced in 2001 against our former strategic partner, the Maytag Corporation. Maytag has made certain counterclaims against us in this action and is seeking $5.6 million in damages. Furthermore, in May 2002, Maytag filed a complaint in Iowa federal court seeking, among other things, to arbitrate certain of the claims set forth in our amended arbitration claim in Boston, Massachusetts, and to remove certain of our claims entirely from the pending arbitration proceeding. We may not oppose Maytag's claim for removal of our arbitration claims to Boston, Massachusetts. If Maytag is successful in its claims, we would be required to pursue an arbitration proceeding in Boston and/or file a complaint in civil court in order to seek redress for certain of our pending arbitration claims. In addition, the Maytag complaint also alleges that we publicized false and misleading statements about Maytag's use of our intellectual property in its residential appliances in a January 2002 press release and in certain other unidentified statements. Based upon this allegation, Maytag asserts claims that we caused false advertising with respect to Maytag's goods and services, that we intentionally interfered with Maytag's prospective business, that we defamed Maytag and that we have unfairly competed with Maytag. The Maytag complaint does not specify the dollar amount of damages sought. We believe the allegation that we publicized false and misleading statements about Maytag to be without merit and, other than with respect to Maytag's claim for removal of certain of our arbitration claims to Boston, we intend to vigorously defend this action. The outcome of any litigation is uncertain and an unfavorable outcome could have an adverse effect on our operating results and future operations. The loss of key management or technology personnel would adversely impact our business. We believe that our ability to successfully implement our business strategy is dependent on our key personnel. The loss of services of one or more of these individuals might hinder the achievement of our development objectives. We cannot assure you that we will continue to be able to hire and retain the qualified personnel needed for our business. The loss of the services of or the failure to recruit key technical personnel could adversely affect our business, operating results and financial condition. We currently do not have any employment agreements in place with either our management or technology personnel. 9 Because our common stock is thinly traded and the number of shares being registered for resale are significant, the market for our stock could become extremely volatile and the market price of our common stock could be adversely affected. The 4,509,120 shares of our common stock registered for resale by the registration statement of which this prospectus is a part may be sold by the selling stockholders without restriction. Since the number of shares which selling stockholders may sell is substantially greater than the historical trading volume of our common stock and significantly increases the public float of our common stock, sales of a significant number or shares by selling stockholders or the perception that a significant number of shares may be sold could depress the market price of our common stock and make the market for our common stock extremely volatile. Use of Proceeds We will not receive any proceeds from the sale by the selling stockholders named in this prospectus of any of their shares of common stock including those shares of common stock underlying currently exercisable warrants as well as convertible preferred stock. We will receive proceeds from any exercise for cash of warrants by a selling stockholder prior to the sale of any of the underlying shares of common stock, which may thereafter be sold pursuant to this prospectus. We will not receive any proceeds from the conversion of preferred stock by a selling stockholder prior to the sale of any of the underlying shares of common stock, which shares may thereafter be sold pursuant to this prospectus. We intend to allocate any proceeds we receive, upon the exercise by a selling stockholder of his warrants with the payment of cash, to working capital and general corporate purposes. We have agreed to pay expenses in connection with the registration of the shares being offered by the selling stockholders. Selling Stockholders Based on information provided by the selling stockholders, the following table sets forth certain information regarding the selling stockholders: The table below assumes, unless otherwise indicated in the footnotes thereto, for calculating the stockholder's beneficial and percentage ownership that options, warrants or convertible securities that are held by such stockholder (but not held by any other selling stockholder or person) and are exercisable within 60 days from the date this prospectus have been exercised and converted. The table also assumes the sale of all of the shares being offered.
Common Stock Beneficially Owned After the Offering ------------------------ Number of Shares of Common Stock Beneficially Owned Prior Shares Number Percent of Selling Security Holder to the Offering Being Offered of Shares Outstanding Shares ----------------------- --------------- ------------- --------- ------------------ Atlas Capital Master Fund L.P./(1)/ 225,000 225,000 0 *
10 Bruce S. Brickman./(2)/ 150,000 150,000 0 * Corsair Capital Partners L.P./(3) 59,172 59,172 0 * Corsair Capital Partners II L.P./(4)/ 14,793 14,793 0 * Gas Research Institute/(5)/ 562,467 50,000 512,467 2.7 Evan Todd Heller Trust dated 6/17/97/(6)/ 50,000 50,000 0 * Rachel Beth Heller Trust dated 7/9/97/(6)/ 50,000 50,000 0 * Joyce L. Heller Revocable Trust dated 12/23/97/(7)/ 75,000 75,000 0 * Ronald I. Heller Revocable Trust dated 12/23/97/(7)/ 75,000 75,000 0 * John S. Lemak 30,000 30,000 0 * David S. Nagelberg c/f Jenna Corinne Nagelberg UGMA/CA/(8)(9)/ 25,000 25,000 0 * David S. Nagelberg c/f Jeremy M. Nagelberg UGMA/CA/(8)/ 25,000 25,000 0 * David S. Nagelberg c/f Jesse A. Nagelberg UGMA/CA/(8)/ 25,000 25,000 0 * David S. Nagelberg c/f Justin E. Nagelberg UGMA/CA/(8)/ 25,000 25,000 0 * Nagelberg Family Trust dated 9/24/97/(10)/ 150,000 150,000 0 * The Pinnacle Fund, L.P.(11) 295,858 295,858 0 * Don A. Sanders/(12)/ 171,486 25,000 146,486 * Don A Sanders, Executor for the Estate of Jon Drury/(13)/ 12,500 12,500 0 * Katherine U. Sanders 12,500 12,500 0 * Sanders Morris Harris Inc./(14)/ 83,986 83,986 0 * Sanders Opportunity Fund LP/(15)/ 11,370 11,370 0 * Sanders Opportunity Fund (Inst.) LP/(15)/ 38,630 38,630 0 * Jack Silver/(16)/ 1,581,300/(17)/ 937,500/(18)/ 643,800 3.4 Southwell Partners L.P./(19)/ 150,000 150,000 0 * Westpark Capital LP/(20)/ 25,000 25,000 0 * Zeke L.P./(21)/ 515,493 515,493 0 *
11 Donald J. Gogel/(22)/ 1,795,486/(23)/ 1,372,318/(24)/ 423,168 2.2
- ------------- *Less than one percent (1) Voting and investment control over the shares beneficially owned by Atlas Capital Master Fund L.P. is held by Robert H. Alpert, as principal shareholder of Atlas Capital Management, the general partner of Atlas Capital Master Fund L.P. (2) Mr. Brickman is a director of TurboChef. (3) Voting and investment control over the shares beneficially owned by Corsair Capital Partners L.P. is held by Jay Petschek as general partner. Mr. Petschek is also employed by Brean Murray & Co., Inc. a registered broker-dealer. (4) Voting and investment control of the shares beneficially owned by Corsair Capital Partners II L.P. is held by Jay Petschek, a partner in Corsair Managing Partners, the general partner of Corsair Capital Partners II L.P. As noted above in footnote (2), Mr. Petschek is also employed by Brean Murray & Co., Inc., a registered broker-dealer. (5) Voting and investment control of the shares beneficially owned by Gas Research Institute is held by John F. Riordan as President. (6) Voting and investment control over the securities beneficially owned by the trust is held by Lawrence Kupferberg as sole trustee. (7) Voting and investment control over the securities beneficially owned by the trust is shared by Ronald Heller and Joyce Heller as trustees. Ronald Heller is employed as a registered representative with M.H. Meyerson & Co., Inc., a registered broker-dealer. (8) Voting and investment control over the securities beneficially owned by the custodial account is held by David Nagelberg as custodian. (9) David S. Nagelberg is employed as a registered representative with M.H. Meyerson & Co., Inc. (10) Voting and investment control over the securities beneficially owned by the trust is shared by David S. Nagelberg and Bette Nagelberg as trustees. (11) Voting and investment control over the shares beneficially owned by The Pinnacle Fund, L.P. is held by Barry M. Kitt as general partner. (12) Mr. Sanders is a principal of Sanders Morris Harris Inc., a registered broker-dealer. (13) Voting and investment control over the shares beneficially owned by the estate is held by Don Sanders as executor. (14) Voting and investment control over the securities beneficially owned by Sanders Morris Harris Inc. is shared by Ben Morris, Don Sanders and George Ball. 12 (15) Voting and investment control over the securities beneficially owned by the fund is shared by Don Sanders and Brad Sanders. Don Sanders and Brad Sanders are father and son. (16) Mr. Silver is a principal stockholder and former director of TurboChef. (17) Based upon information provided to TurboChef by the selling stockholder including the selling stockholder's most recently filed 13-G. Includes 208,333 shares underlying warrants which are not currently exercisable. (18) Includes 312,500 shares issuable upon the exercise of warrants. (19) Voting and investment control over the securities beneficially owed by Southwell Partners LP is held by Wilson Jaeggli as general partner. (20) Voting and investment control over the securities beneficially owned by Westpark Capital L.P. is held by Patrick J. Brosnahan as general partner. (21) Voting and investment control over the securities beneficially owned by Zeke L.P. is held by Edward N. Antoian, sole stockholder of Zeke GP Inc. the general partner of Zeke L.P. (22) Mr. Gogel is a director of TurboChef. (23) Includes (i) 264,550 shares of common stock underlying warrants which are not currently exercisable, and (ii) an aggregate of 53,334 shares which are estimated to be issuable in lieu of cash as further dividends at an annual rate of $8.00 per share on 10,000 shares of Series C Convertible Preferred Stock for the period of April 21, 2002 through April 20, 2003, based upon an assumed price of $1.50 per share. (24) Includes (i) 793,651 shares issuable upon conversion of Series C Convertible Preferred Stock, (ii) 396,825 shares issuable upon exercise of warrants, (iii) 19,309 shares issued in lieu of accrued interest on $1,000,000 principal amount of a convertible promissory note, which principal amount was converted into Series C Convertible Preferred Stock in August 2001, (iv) 22,532 shares issued in lieu of cash as accrued dividends on the Series C Convertible Preferred Stock through April 20, 2002, and (v) 53,334 shares estimated to be issuable in lieu of cash as further dividends on the Series C Convertible Preferred Stock for the period from April 21, 2002 through April 20, 2003. An aggregate of 793,651 shares of common stock issuable upon conversion of 10,000 shares of Series C Convertible Preferred Stock, par value $1.00 per share, issued to Donald J. Gogel, a member of our board of directors, which shares of common stock are covered by this prospectus, have been registered in the registration statement of which this prospectus forms a part, and when sold pursuant to this prospectus will become fully tradeable shares. The Series C Preferred Shares were acquired by Mr. Gogel upon the conversion, in August 2001, of $1.0 million principal amount of a convertible promissory note issued by TurboChef in favor of Mr. Gogel. With respect to dividend rights and other rights in the event of our liquidation, winding up and dissolution, the Series C Preferred Shares rank senior to our common stock and Series A Convertible Preferred Stock and on parity with our Series B Convertible Preferred Stock. The 13 Series C Preferred Shares have a liquidation preference of $100 per shares and are entitled to receive an annual dividend of $8 per share payable semi-annually on the 20th day of April and October of each year. Accrued dividends may be paid in cash or in shares of our common stock in an amount equal to the accrued dividend divided by the average of the closing sale price of our common stock for the ten trading days prior to (a) the record date for the payment of dividends, if established, or (b) the last date of the dividend accrual period. The Series C Preferred Shares are convertible by the holder thereof at any time based on a conversion rate equal to $1.26, the closing sale price of our common stock on the date of issuance of the convertible promissory note to Mr. Gogel. An aggregate of 1,186,269 shares of common stock issuable upon exercise of warrants, which shares are covered by this prospectus, have been registered for resale in the registration statement of which this prospectus forms a part, and when sold pursuant to this prospectus will become freely tradeable shares. The warrants, which are exercisable for the shares noted above, are held by certain of the selling stockholders as follows: . Warrants exercisable to purchase an aggregate of 50,000 shares of common stock are held by Gas Research Institute, or GRI. These warrants were issued to GRI as partial consideration for funding and other services provided by GRI to us under a research and development agreement entered into in July 1999. The warrants may be exercised at a price of $13.87 per share by cash or check, until five years after the date on which we meet certain minimum sales thresholds for our residential cooking ranges or wall ovens on which we are required to pay royalties to GRI. To date we have not achieved the minimum sales threshold. . Warrants exercisable to purchase an aggregate of 250,000 shares of common stock are held by Evan Todd Heller Trust dated 6/17/97, Joyce L. Heller Revocable Trust dated 12/23/97, Rachel Beth Heller Trust dated 7/9/97, Ronald I. Heller Revocable Trust dated 12/23/97, David S. Nagelberg c/f Jenna Corinne Nagelberg, David S. Nagelberg c/f Jeremy M. Nagelberg, David S. Nagelberg c/f Jesse A. Nagelberg, David S. Nagelberg c/f Justin E. Nagelberg UTMA/CA and Nagelberg Family Trust dated 9/24/97. These warrants were acquired in connection with our private placement of securities which was consummated on October 19, 2001. The warrants may be exercised at a price of $2.25 per share, by cash or pursuant to a cashless exercise, until October 19, 2006, provided, however, that no shares issued upon exercise of the warrants may be transferred by a holder thereof prior to October 19, 2002. . Warrants exercisable to purchase an aggregate of 83,986 shares of common stock are held by Sanders Morris Harris Inc. These warrants were issued to Sanders Morris Harris Inc. as partial compensation for acting as the placement agent for our private offering of common stock which was consummated in December 2001 and January 2002. The warrants may be exercised at a price of $4.10 per share, by cash or pursuant to a cashless exercise, until December 31, 2006. 14 . Warrants exercisable to purchase an aggregate of 312,500 shares of common stock are held by Jack Silver and were acquired by Mr. Silver in connection with a private securities transaction with TurboChef consummated in June 2001. The warrants are exercisable at a price of $1.00 per share, by cash or check, until June 11, 2001. . Warrants exercisable to purchase an aggregate of 92,958 shares of common stock are held by Zeke, L.P. and were acquired in connection with a private securities transaction consummated in December 2001. The warrants are exercisable at a price of $5.34 per share, by cash or certified bank check, until December 20, 2006. . Warrants exercisable to purchase an aggregate of 396,825 shares are held by Donald J. Gogel and were acquired by Mr. Gogel in connection with the conversion of the principal amount of a convertible promissory note into shares of Series C Convertible Preferred Stock in August 2001. The warrants are exercisable at a price of $1.51 per share, by cash or check, until August 8, 2011. The exercise price and number of shares of our common stock issuable upon exercise of the foregoing warrants and upon conversion of preferred stock are subject to adjustment in certain circumstances, including in the event we: . pay a dividend in or make a distribution of our common stock; . subdivide or combine our outstanding common stock; . reclassify of change our outstanding common stock; or . consolidate or merge with another company and we are not the surviving entity. In addition, the shares of our common stock issuable upon exercise of the warrants and upon conversion of the preferred stock are registered in the registration statement of which this prospectus forms a part, pursuant to registration rights that we had granted to the holders of such securities. Plan of Distribution We have been advised that the selling stockholders, their respective pledgees, donees, transferees or other successors-in-interest, may from time to time, sell all or a portion of the shares in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to these market prices or at negotiated prices. The shares may be sold by the selling stockholders by one or more of the following methods: 15 . block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion as principal to facilitate the transaction; . purchases by a broker or dealer as principal and resale by such broker dealer for its account pursuant to this prospectus; . an exchange distribution in accordance with the rules of the applicable exchange; . ordinary brokerage transactions and transactions in which the broker solicits purchasers; . privately negotiated transactions; . short sales; . a combination of any such methods of sale; and . any other method permitted pursuant to applicable law. The selling stockholders are not restricted as to the price or prices at which they may sell their shares. Sales of shares by the selling stockholders may depress the market price of our common stock since the number of shares which may be sold by the selling stockholders is relatively large compared to the historical average weekly trading of our common stock. Accordingly, if the selling stockholders were to sell, or attempt to sell, all of such shares at once or during a short time period, we believe such a transaction could adversely affect the market price of our common stock. From time to time the selling stockholders may engage in short sales, short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities, and can sell and deliver the shares in connection with any of these transactions or in settlement of securities loans. From time to time the selling stockholders may pledge their shares under margin provisions of its customer agreements with its brokers. Upon a default by the selling stockholders, the broker may offer and sell the pledged shares from time to time. In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate in the sales. Brokers or dealers may receive commissions or discounts from the selling stockholders or, if the broker-dealer acts as agent for the purchaser of such shares, from the purchaser in amounts to be negotiated, which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share, and to the extent the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker- 16 dealer commitment to the selling stockholders. Broker- dealers who acquire shares as principal may then resell those shares from time to time in transactions . in the over-the counter market or otherwise; . at prices and on terms then prevailing at the time of sale; . at prices then related to the then-current market price; or . in negotiated transactions. These resales may involve block transactions or sales to and through other broker-dealers, including any of the transactions described above. In connection with these sales, these broker-dealers may pay to or receive from the purchasers of those shares commissions as described above. The selling stockholders may also sell the shares under Rule 144 under the Securities Act, rather than under this prospectus. The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in sales of the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In this event, any commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We are required to pay all fees and expenses incident to the registration of the shares, including reasonable fees and disbursements of counsel to the selling stockholders. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act. The selling stockholders are subject to applicable provisions of the Exchange Act and the Commission's rules and regulations, including Regulation M, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders. In order to comply with certain states' securities laws, if applicable, the shares may be sold in those jurisdictions only through registered or licensed brokers or dealers. In certain states the shares may not be sold unless the shares have been registered or qualified for sale in such state, or unless an exemption from registration or qualification is available and is obtained. Legal Matters Blank Rome Tenzer Greenblatt LLP of New York, New York will pass upon the validity of the shares of common stock being offered by this prospectus. Experts The financial statements as and for the years ended December 31, 2000 and 2001 incorporated in this prospectus by reference from TurboChef Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001 have been audited by BDO Seidman LLP, independent 17 auditors, as stated in their report, which includes an explanatory paragraph regarding the company's ability to continue as a going concern which is incorporated herein by reference. The TurboChef Technologies, Inc. financial statements as of December 31, 1999 and for the year then ended incorporated by reference in this registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts (or, as experts in accounting and auditing) in giving said report. The financial statements referred to above have been so incorporated by reference herein in reliance upon the reports of such firms given upon their authority as experts in accounting and auditing. Where You Can Find More Information We are subject to the informational requirements of the Exchange Act and we file reports and other information with the Commission. You can read reports and other information filed by us with the Commission without charge and copy such reports and information at the public reference facilities maintained by the Commission at the following address: . Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, 60661-2511. You may read and copy any of the reports, statements, or other information we file with the Commission at the Commission's Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a Web site at http://www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically with the Commission. The Nasdaq Stock Market maintains a Web site at http://www.nasdaq.com that contains reports, proxy statements and other information filed by us. Our common stock is listed on The Nasdaq Small-Cap Market under the symbol "TRBO". Incorporation of Certain Documents By Reference We have filed with the Securities and Exchange Commission, Washington, D.C., a registration statement on Form S-3 under the Securities Act of 1933, covering the securities offered by this prospectus. This prospectus does not contain all of the information that you can find in our registration statement and the exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance such statement is qualified by reference to each such contract or document filed or incorporated by reference as an exhibit to the registration statement. The Commission allows us to "incorporate by reference" the information we file with them. This means that we can disclose important information to you by referring you to other documents that are legally considered to be part of this prospectus, and later information that we 18 file with the Commission will automatically update and supersede the information in this prospectus and the documents listed below. We incorporate by reference the documents listed below, and any future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the selling stockholders sell all the shares. 1. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2001; 2. Our Current Report on Form 8-K for the event dated December 31, 2001; 3. Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002; 4. The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on February 24, 1994 and any amendments thereto; and 5. All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of this offering, except the Compensation Committee Report on Executive Compensation and the performance graph included in the Proxy Statement filed pursuant to Section 14 of the Exchange Act. 6. All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the initial registration statement and prior to the effectiveness of the registration statement. You may request a copy of these filings, other than the exhibits, by writing or telephoning us at TurboChef Technologies, Inc., 660 Madison Avenue, 21st Floor, New York, New York 10021, telephone number (212) 244-5553. We have not authorized anyone else to provide you with information different from that contained or incorporated by reference in this prospectus. This prospectus is not an offer to sell nor is it a solicitation of an offer to buy any security in any jurisdiction where the offer or sale is not permitted. Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus or that the information contained in this prospectus or incorporated by reference herein is correct as of any time subsequent to its date. TurboChef Technologies, Inc. 4,509,120 shares of Common Stock Prospectus _________, 2002 19 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses payable by the Registrant in connection with the issuance and distribution of the securities being registered (estimated except for the SEC Registration fee)are as follows: SEC Registration Fee $ 852.49 Accounting Fees and Expenses 10,000.00 Legal Fees and Expenses 10,000.00 Miscellaneous Expenses 9,147.51 ---------- Total $30,000.00 Item 15. Indemnification of Directors and Officers. The Certificate of Incorporation and By-Laws of the Company provide that the Company shall indemnify any person to the full extent permitted by the Delaware General Corporation Law. Reference is hereby made to Section 145 of the Delaware General Corporation Law relating to the indemnification of officers and directors which Section is hereby incorporated herein by reference. The Registrant also has Indemnification Agreements with each of its directors. Item 16. Exhibits. 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 LLP (included in Exhibit 5) 24 Power of Attorney (included on the signature page of the Registration Statement*) - ------------------------ * Previously filed. Item 17. Undertakings Undertaking Required by Regulation S-K, Item 512(a). The undersigned registrant hereby undertakes: II-1 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); ii. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; iii. To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by such clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Undertaking Required by Regulation S-K, Item 512(b). The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be initial bona fide offering thereof. Undertaking required by Regulation S-K, Item 512(h). Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the II-2 registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 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-3 and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22nd day of May 2002. TURBOCHEF TECHNOLOGIES, INC. By: /s/ Jeffrey B. Bogatin ------------------------------ Jeffrey B. Bogatin Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated. Name Title Date - ---- ----- ---- /s/ Jeffrey B. Bogatin Chief Executive Officer and Director May 22, 2002 - ------------------------- (principal executive officer) Jeffrey B. Bogatin /s/ Stuart L. Silpe Chief Financial Officer (principal May 22, 2002 - ------------------------- financial officer) Stuart L. Silpe /s/ John C. Shortley Controller(principal accounting May 22, 2002 - ------------------------- officer) John C. Shortley /s/ Donald J. Gogel Director May 22, 2002 - ------------------------- Donald J. Gogel /s/ Mitchell E. Rudin Director May 22, 2002 - ------------------------- Mitchell E. Rudin /s/ Bruce S. Brickman Director May 22, 2002 - ------------------------- Bruce S. Brickman II-4 EX-5 3 dex5.txt OPINION OF BLANK ROME TENZER GREENBLATT LLP Exhibit 5 [Letterhead of Blank Rome Tenzer Greenblatt LLP] May 23, 2002 TurboChef Technologies, Inc. 10500 Metric Drive - Suite 128 Dallas, Texas 75243 Re: TurboChef Technologies, Inc. (the "Company") Registration Statement on Form S-3 (333-82518) Dear Sir/Madam: We refer to the Registration Statement on Form S-3 (File No. 333-82518) including any amendment thereto (the "Registration Statement"), filed by the Company, a Delaware corporation (the "Registrant"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), with respect to the registration under the Act of an aggregate of 4,509,120 shares of common stock, par value $.001 per share of the Company (the "Common Stock") including (i) up to 2,475,866 shares (the "Common Shares") of Common Stock currently outstanding, (ii) up to 1,186,269 shares (the "Warrant Shares") of Common Stock issuable upon exercise of outstanding warrants, (iii) up to 793,651 shares (the "Preferred Conversion Shares") issuable upon conversion of Series C Convertible Preferred Stock ("Series C Preferred"), and (iv) up to 53,334 shares (the "Preferred Dividend Shares") estimated to be issuable in lieu of cash as payment of further accrued dividends on the Series C Preferred for the period from April 21, 2002 through April 20, 2003. In our capacity as counsel to the Registrant, we have reviewed copies of the resolutions of the Board of Directors of the Registrant and such other documents and records as we have deemed relevant and necessary as a basis for the opinions expressed below. We have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us as photostatic or conformed copies. As to various questions of fact material to our opinions we have relied upon statements or certificates of public officials and representations of the Registrant and others. Based upon the foregoing, it is our opinion that: (a) the Common Shares are validly issued, fully paid and non-assessable; (b) the Warrant Shares, when paid for and issued upon exercise of the Warrants, in accordance with the respective terms thereof, will be validly issued and fully paid and non-assessable; (c) the Preferred Conversion Shares, when issued upon the conversion of the Series C Preferred in accordance with the terms of the Certificate of Designation of the Series C Preferred (the "Designation"), will be validly issued and fully paid and non-assessable; and (d) the Preferred Dividend Shares, when issued as payment of dividends on the Series C Preferred in accordance with the terms of the Designation, will be validly issued and fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. We also hereby consent to the use of our name as your counsel under "Legal Matters" in the prospectus constituting part of the Registration Statement. In giving this consent, we do not concede that we come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder. Very truly yours, /s/ BLANK ROME TENZER GREENBLATT LLP BLANK ROME TENZER GREENBLATT LLP EX-23.1 4 dex231.txt CONSENT OF BDO SEIDMAN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TurboChef Technologies, Inc. Dallas, Texas We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated February 28, 2002, relating to the financial statements of TurboChef Technologies, Inc. appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2001. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern. We also consent to the reference to us under the caption "Experts"; in the Prospectus. /s/ BDO Seidman LLP BDO SEIDMAN, LLP Dallas, Texas May 23, 2002 EX-23.2 5 dex232.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 30, 2000 included in TurboChef Technologies, Inc. Form 10-K for the year ended December 31, 2001, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Dallas, Texas May 20, 2002 -----END PRIVACY-ENHANCED MESSAGE-----