-----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, OSsdy146Y0PjkSUM3TssXPsd7/1+ZhAbUN/Ne3AW7TCok+tZRLyVlESMUj/sup6o JpLHFV0dodppXtBnK06d3Q== 0001167966-05-000201.txt : 20050208 0001167966-05-000201.hdr.sgml : 20050208 20050208155554 ACCESSION NUMBER: 0001167966-05-000201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050208 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050208 DATE AS OF CHANGE: 20050208 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: 05584035 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 t4874_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 8, 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 8.01     OTHER EVENTS

On February 2, 2005, TurboChef Technologies, Inc. (“TurboChef”) announced that it had entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain of its stockholders (the “Selling Stockholders”), and 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 (the “Underwriters”), with respect to the public offering of 5,000,000 shares of its common stock at a price per share of $20.50. The offering closed on February 8, 2005.

In the offering, TurboChef sold 2,925,000 shares of its common stock, and received proceeds of $55,914,300 (net of underwriting discounts, but before other expenses of the offering). The Selling Stockholders sold 2,075,000 shares of common stock and received proceeds of $39,665,700 (net of underwriting discounts). In addition, one of the selling stockholders granted to the Underwriters a 30-day option to purchase an additional 750,000 shares of common stock to cover over-allotments, if any.

A copy of the press release announcing the closing of the offering is attached to this filing as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits.
 
 
Exhibit No.
 
Description
     
 
99.1
Press Release of TurboChef Technologies, Inc. dated February 8, 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 8, 2005

 EX-99.1 2 ex-99.htm PRESS RELEASE Press Release

EXHIBIT 99.1

TURBOCHEF TECHNOLOGIES, INC. ANNOUNCES
CLOSING OF PUBLIC OFFERING


ATLANTA, GA, February 8, 2005 - TurboChef Technologies, Inc. (AMEX: TCF) today announced the closing of its public offering of 5,000,000 shares of its common stock at $20.50 per share.

Of the total shares sold, 2,925,000 shares were sold by the Company and 2,075,000 shares were sold by certain selling stockholders. In addition, one of the selling stockholders granted to the underwriters an option to purchase up to an additional 750,000 shares of common stock to cover over-allotments, if any.

Banc of America Securities LLC and William Blair & Company, L.L.C. were joint-bookrunning underwriters, and Stephens Inc. and Oppenheimer & Co. Inc. were co-managing underwriters of the offering.

About TurboChef Technologies, Inc.

TurboChef Technologies, Inc. is a leading provider of equipment, technology and services focused on the high-speed preparation of food products for the worldwide primary cooking equipment market. TurboChef’s user-friendly speed cook ovens employ proprietary combinations of heating technologies to cook a variety of food products at faster speeds than, and to quality that it believes is comparable or superior to, that of conventional heating methods. The address of the TurboChef’s principal executive offices is Six Concourse Parkway, Suite 1900, Atlanta, GA 30328. Visit TurboChef at http://www.turbochef.com.

A registration statement relating to these securities was filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws of any such state.

A copy of the final prospectus related to the offering can be obtained from Banc of America Securities LLC, Prospectus Department, 100 West 33rd, New York, NY 10001, (646) 733-4166, William Blair & Company, L.L.C., 222 West Adams Street, Chicago, IL 60606, (312) 236-1600, Stephens Inc., One Atlanta Plaza, 950 East Paces Ferry Road, Suite 2850, Atlanta, GA 30326, (404) 461-5157, or Oppenheimer & Co. Inc., 125 Broad Street, 16th Floor, New York, NY 10004, (212) 668-8163.





Certain statements in this press release, and other written or oral statements made by or on behalf of us, are “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. These forward-looking statements are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: our history of losses and future profitability; the profitability of our new subscription pricing model; our ability to achieve widespread brand recognition; whether our new product offerings will be adopted; our ability to update our products to keep up with rapidly changing technology systems; our future capital needs and our ability to obtain such capital; and the risk factors detailed from time to time in TurboChef’s periodic reports and registration statements filed with the Securities and Exchange Commission, which important factors are incorporated herein by reference. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

For more information, contact:
James A. Cochran
Chief Financial Officer
TurboChef Technologies, Inc.
Six Concourse Parkway
Suite1900
Atlanta, Georgia 30328
(678) 987-1700
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