-----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, VM0q/OKJmY1B7Kpt3UOldFFTYVXdsBz03PnfhDBkURCA3oPEulfz7Pvf1Np6wIXo lOsosOQ+45nGLtUUBxvFRg== 0001167966-05-001109.txt : 20050810 0001167966-05-001109.hdr.sgml : 20050810 20050810162329 ACCESSION NUMBER: 0001167966-05-001109 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050810 DATE AS OF CHANGE: 20050810 GROUP MEMBERS: OVEN MANAGEMENT, INC. GROUP MEMBERS: RICHARD E. PERLMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OVENWORKS LLLP CENTRAL INDEX KEY: 0001269547 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 645 MADISON AVEUE STREET 2: SUITE 1500 CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46433 FILM NUMBER: 051013793 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 SC 13D/A 1 t7267_13da.htm SCHEDULE 13D AMENDMENT Schedule 13D Amendment


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)
 
TURBOCHEF TECHNOLOGIES INC.
(Name of Issuer)
 

Common Stock, par value $.01 per share
(Title of Class of Securities)
 
 

 
900006 20 6
(CUSIP Number)
 

Reinaldo Pascual
Kilpatrick Stockton LLP
Suite 2800
1100 Peachtree Street NE
Atlanta, Georgia 30309
(404) 815-6500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 

August 9, 2005
(Date of Event Which Requires Filing of This Statement)
 

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
 
(Page 1 of 6 pages)
 
 

 
Page 2 of 6 Pages

Cusip No.
900006 20 6
 
1.
 
Name of Reporting Persons. OVENWORKS, LLLP
I.R.S. Identification Nos. of above persons (entities only)   16-1686546
 
 
2.
 
Check the Appropriate Box if a Member of a Group:
(a) o
(b) x
 
3.
 
SEC Use Only
 
4.
 
Source of Funds (See Instructions): OO (See Item 3)
 
5.
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):                    o
 
6.
 
Citizenship or Place of Organization: STATE OF GEORGIA
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
    7.    Sole Voting Power:
 
    8.    Shared Voting Power: 7,203,156
 
    9.    Sole Dispositive Power:  
 
    10.          Shared Dispositive Power: 7,203,156
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person: 7,203,156
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain:                                   o
 
13.
 
Percent of Class Represented by Amount in Row (11): 25.27%
 
14.
 
Type of Reporting Person (See Instructions): PN


 


 



Page 3 of 6 Pages

Cusip No.
900006 20 6
 
1.
 
Name of Reporting Persons. OVEN MANAGEMENT, INC.
I.R.S. Identification Nos. of above persons (entities only)   20-0304616
 
 
2.
 
Check the Appropriate Box if a Member of a Group:
(a) o
(b) x
 
3.
 
SEC Use Only
 
4.
 
Source of Funds (See Instructions): NOT APPLICABLE
 
5.
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):                             o
 
6.
 
Citizenship or Place of Organization: STATE OF GEORGIA
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
    7.         Sole Voting Power:
 
    8.         Shared Voting Power: 7,214,496(1)
 
    9.         Sole Dispositive Power:  
 
    10.       Shared Dispositive Power: 7,214,496(1)
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person: 7,214,496(1)
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:                            o
 
13.
 
Percent of Class Represented by Amount in Row (11): 25.31%
 
14.
 
Type of Reporting Person (See Instructions): CO


(1) Includes 11,340 shares received in a pro rata distribution of shares of the Issuer’s common stock by OvenWorks, LLLP to its limited partners.
 



Page 4 of 6 Pages

Cusip No.
900006 20 6
 
1.
 
Name of Reporting Persons. RICHARD E. PERLMAN
I.R.S. Identification Nos. of above persons (entities only)  
 
2.
 
Check the Appropriate Box if a Member of a Group:
(a) o
(b) x
 
3.
 
SEC Use Only
 
4.
 
Source of Funds (See Instructions): NOT APPLICABLE
 
5.
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):                         o
 
6.
 
Citizenship or Place of Organization: UNITED STATES OF AMERICA
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7.         Sole Voting Power:  824,599(1)
 
8.         Shared Voting Power: 7,214,496
 
9.         Sole Dispositive Power:  824,599(1)
 
  10.         Shared Dispositive Power: 7,214,496
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:  8,039,095(1)
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:                                o
 
13.
 
Percent of Class Represented by Amount in Row (11): 27.96%
 
14.
 
Type of Reporting Person (See Instructions): IN

 
(1) Includes 243,022 shares subject to currently exercisable options and 581,577 shares received in a pro rata distribution of shares of the Issuer’s common stock by OvenWorks, LLLP to its limited partners.
 




CUSIP No. 900006 20 6
13D
Page 5 of 6 Pages
 
 

EXPLANATORY NOTE
 
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends the statement on Schedule 13D which was originally filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on November 7, 2003, and amended by those statement on Schedule 13D/A filed by the Reporting Persons with the Commission on November 1, 2004 and February 9, 2005 (collectively, the “Statement”), with respect to the common stock, par value $.01 per share, of TurboChef Technologies, Inc. This Amendment No. 3 amends the Statement as specifically set forth herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement.
 
Item 5. Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
(a) and (b) Please see Items 7 through 11 and 13 of the cover sheet for each Reporting Person.
 
OvenWorks beneficially owns 7,203,156 shares of Common Stock, which represent approximately 25.27% of the outstanding shares of Common Stock (based on 28,507,763 shares outstanding as of August 5, 2005).
 
Oven Management beneficially owns 7,214,496 shares of Common Stock, which number includes: (a) 7,203,256 shares of Common Stock held by OvenWorks; and (b) 11,340 shares of Common Stock received in a distribution by OvenWorks of shares of Common Stock to its limited partners on August 9, 2005. Such number of shares of Common Stock represents approximately 25.31% of the outstanding shares of Common Stock (based on 28,507,763 shares outstanding as of August 5, 2005).
 
Perlman beneficially owns 8,039,095 shares of Common Stock, which number includes: (a) 7,203,156 shares of Common Stock held by OvenWorks; (b) 11,340 shares of Common Stock held by Oven Management; (c) 243,022 shares of Common Stock subject to currently exercisable options; and (d) 581,577 shares of Common Stock received in a distribution by OvenWorks of shares of Common Stock to its limited partners on August 9, 2005. Such number of shares of Common Stock represents approximately 27.96% of the outstanding shares of Common Stock (based on 28,507,763 shares outstanding as of August 5, 2005 and giving effect to the exercise of currently-exercisable options held by Perlman).
 
Each of the Reporting Persons shares the power to vote and dispose of the 7,203,156 shares of Common Stock currently held by OvenWorks.
 
Oven Management and Perlman share the power to vote and dispose of the 7,214,496 shares of Common Stock currently held by Oven Management.
 
Perlman has the sole power to vote and dispose of 581,577 shares of Common Stock, and upon exercise, Perlman will have the sole power to vote and dispose of an additional 243,022 shares of Common Stock which are subject to currently exercisable options.
 
The Reporting Persons declare that the filing of the Statement and this Amendment No. 3 shall not be construed as an admission that the Reporting Persons are or were at any time, for the purposes of Section13(d) of the Act, the beneficial owner of any Common Stock held by the Stockholders, or that such persons comprise a “group” for purposes of Section 13(d) of the Act, and such beneficial ownership and the existence of a “group” are hereby disclaimed.
 
(c) On August 9, 2005, OvenWorks effected a distribution of 3,596,178 shares of Common Stock to its limited partners, including Oven Management and Perlman. The distribution was made pro rata to OvenWorks’ limited partners, and was made for no consideration.
 
(d) and (e) Not applicable.
 
 

 
CUSIP No. 900006 20 6
13D
Page 6 of 6 Pages
 
 

Signatures
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
Dated: August 10, 2005.
 
 
   OVENWORKS, LLLP
   
 
By:  Oven Management, Inc.,
         its General Partner
   
   
 
          By: /s/ Richard E. Perlman 
                Richard E. Perlman
                President
   
   
  OVEN MANAGEMENT, INC.
   
   
By: /s/ Richard E. Perlman 
      Richard E. Perlman
      President
   
   
       /s/ Richard E. Perlman 
       Richard E. Perlman
 
 
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