-----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, FuztZZ8fgux53MDX2A8TWO3fhVou+DWCgJDtqD4krVOnSQpffPsWjwzCzn1re/P6 4rlIQy3MBbrvkMH0c/qQ4A== 0001167966-04-001273.txt : 20041223 0001167966-04-001273.hdr.sgml : 20041223 20041222193545 ACCESSION NUMBER: 0001167966-04-001273 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041222 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041222 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32334 FILM NUMBER: 041222119 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 8-K 1 t4384_8k.htm Turbochef Technologies, Inc. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported)
 
 
December 22, 2004


TURBOCHEF TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
0-23478
 
48-1100390
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

Six Concourse Parkway, Suite 1900, Atlanta, Georgia
30328
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code:
(678) 987-1700

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
     
 


ITEM 7.01    REGULATION FD DISCLOSURE

TurboChef Technologies, Inc. filed a Certificate of Amendment to its Restated Certificate of Incorporation (the “Amendment”) on December 22, 2004 making effective as of 9:00 a.m. on December 27, 2004 its previously announced one-for-three reverse split of its outstanding common stock. The Amendment and the reverse stock split are described in detail in TurboChef’s Information Statement dated November 30, 2004, previously mailed to stockholders of record on or about December 7, 2004.

The information in this Report furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing references this Item 7.01 of this Form 8-K.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(c)    Exhibits.
 
Exhibit No.
 
Description
 
 99.1*
 
Certificate of Amendment to the Restated Certificate of Incorporation of TurboChef Technologies, Inc., as amended

* This exhibit is deemed filed pursuant to General Instruction B.2.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



              TURBOCHEF TECHNOLOGIES, INC.

              (Registrant)
              
                
              By:/s/ Dennis J. Stockwell                             
               Dennis J. Stockwell
               Vice President, Secretary
               and General Counsel


Date: December 22, 2004


     
 EX-99 2 ex99-1.htm Certificate of Amendment

CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION OF
TURBOCHEF TECHNOLOGIES, INC.
 
Pursuant to the provisions of Section 242 of the Delaware General Corporation Law, the undersigned, TurboChef Technologies, Inc., a Delaware corporation (the “Corporation”), adopts the following Certificate of Amendment to its Restated Certificate of Incorporation, as amended:
 
I.
 
The name of the Corporation is: TurboChef Technologies, Inc.
 
II.
 
Article FOURTH of the Restated Certificate of Incorporation is hereby amended by adding the following paragraphs at the end thereof:
 
Upon this Certificate of Amendment to our certificate of incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), each share of common stock, par value $0.01 per share (the “Old Common Stock”), issued and outstanding immediately prior to the Effective Time, automatically will be reclassified as and converted into one third (1/3) of a share of our common stock, par value $0.01 per share (the “New Common Stock”). Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of surrendering the same for exchange, represent (i) a number of whole shares of the New Common Stock equal to the resul t obtained by dividing the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by three and (ii) the right to receive cash in lieu of a fraction of a share of New Common Stock.
 
From and after the Effective Time, the term “New Common Stock” as used in this Article FOURTH shall mean Common Stock as provided in the Restated Certificate of Incorporation, as amended.
 
III.
 
This amendment to the Restated Certificate of Incorporation, as amended, shall become effective at 9:00 a.m. Eastern time on December 27, 2004.
 
IV.
 
This amendment to the Restated Certificate of Incorporation, as amended, was duly approved and adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and the Bylaws of the Corporation at a meeting of the Board of Directors of the Corporation on October 28, 2004. The Board of Directors previously declared the advisability of the amendment and directed that the amendment be submitted to the stockholders of the Corporation for approval.
 

 
     
 

 
By written consent of the majority stockholder of the Corporation dated November 30, 2004, a majority of the shares of outstanding Common Stock entitled to vote thereon approved the amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Restated Certificate of Incorporation of TurboChef Technologies, Inc. this 22nd day of December, 2004.
 
         TURBOCHEF TECHNOLOGIES, INC.
 
 
         By: /s/ James K. Price
         James K. Price
         President and Chief Executive Officer
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