-----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, KUEMIlte66DfqrauAZHws1acNU5mQfyTt8FjD7DQ3E6B1lxtU5ElEpWIkBhaBcW4 Qgc29x8qPo81I3TKQY79zg== 0001167966-05-000186.txt : 20050203 0001167966-05-000186.hdr.sgml : 20050203 20050203172738 ACCESSION NUMBER: 0001167966-05-000186 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050202 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050203 DATE AS OF CHANGE: 20050203 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: 05574367 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 8-K 1 t4826_8k.htm TURBOCHEF TECHNOLOGIES, INC. 8-K 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)
February 2, 2005
 
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
 
On February 2, 2005, TurboChef Technologies, Inc. (“TurboChef”) and certain of its stockholders (the “Selling Stockholders”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Banc of America Securities LLC, William Blair & Company, L.L.C., Stephens Inc. and Oppenheimer & Co. Inc., as representatives of the several underwriters listed on Schedule A thereto (collectively, the “Underwriters”).
 
Pursuant to the Underwriting Agreement, the Company and the Selling Stockholders agreed to sell to the Underwriters 2,925,000 and 2,075,000 shares, respectively, of TurboChef common stock, and one of the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 750,000 shares of TurboChef common stock to cover over-allotments, if any. The shares to be sold by TurboChef and the Selling Stockholders are being offered at a price per share of $20.50.
 
The form of Underwriting Agreement was Exhibit 1.1 to TurboChef’s Registration Statement on Form S-3 (file no. 333-121818), filed with the Securities and Exchange Commission on January 3, 2005, and is incorporated herein by reference.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
   
(c)  Exhibits.
 
Exhibit No.
Description
1.1
 
Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Registrant’s Registration Statement on Form S-3, filed with the Commission on January 3, 2005)


  
     
 

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: February 3, 2005
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