-----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, UfX+ZAKONe4Fxv5JQaZxfUecBR3nezblv/nUvSB3ovXOipRygtJ4WLlolY6KolDG REgeg6FgBPRI0F6izzMXog== 0001188112-04-001088.txt : 20040720 0001188112-04-001088.hdr.sgml : 20040720 20040719183731 ACCESSION NUMBER: 0001188112-04-001088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040719 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040720 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: 000-23478 FILM NUMBER: 04920751 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 t8k-3202.txt 8-K 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) JULY 19, 2004 ------------------------------ TURBOCHEF TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 0-23478 48-1100390 - ------------------------------- ---------------------- ------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE TurboChef Technologies, Inc. (the "Company") has filed an amendment to its Restated Certificate of Incorporation, as previously amended, effective July 19, 2004 to increase the number of authorized shares of its common stock, par value $.01 per share, from 50,000,000 shares to 100,000,000 shares. At its Annual Meeting of Stockholders held on July 19, 2004, the Company stated that it expected to see revenues in excess of $40 million for the second half of the current year. "Safe Harbor" Statement under Private Securities Litigation Reform Act of 1995: Certain statements in this report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the uncertainty of market acceptance and demand for the Company's products, the ability to obtain additional financing if necessary to continue operations, the uncertainty of consumer acceptance of new products or technologies that may be offered by the Company, relationships with and dependence on third-party equipment manufacturers and suppliers, impact of competitive products and pricing and other risks detailed in the Company's filings with the Securities and Exchange Commission. The words "looking forward," "believe," "expect," "likely" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only for the date the statement was made. The Company undertakes no obligation to update any forward-looking statements contained in this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Certificate of Amendment to the Restated Certificate of Incorporation 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/ James A. Cochran -------------------------------------- James A. Cochran Senior Vice President and Chief Financial Officer Date: July 19, 2004 EX-99.1 2 tex99_1-3202.txt EX-99.1 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 Certificate of Incorporation: I. The name of the Corporation is: TurboChef Technologies, Inc. II. Article FOURTH of the Restated Certificate of Incorporation is hereby amended as follows: The first paragraph of Article FOURTH is deleted in its entirety and replaced with the following: FOURTH: AUTHORIZED SHARES. The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Five Million (105,000,000) shares consisting of One Hundred Million (100,000,000) shares of common stock having a par value of one cent ($.01) per share and Five Million (5,000,000) shares of preferred stock having a stated value one dollar ($1.00) per share. III. The foregoing amendment 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 by unanimous written consent of the Board of Directors of the Corporation dated December 1, 2003. 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. IV. At a meeting of the stockholders of the Corporation held on July 19, 2004 a majority of the shares of outstanding Common Stock entitled to vote thereon was voted in favor of the amendment, a majority of the shares of outstanding Common Stock and Series D Preferred Stock entitled to vote thereon was voted in favor of the amendment, and a majority of the shares of outstanding Series D Preferred Stock entitled to vote thereon was voted in favor of the amendment, all 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 19th day of July, 2004. TURBOCHEF TECHNOLOGIES, INC. By: /s/ James K. Price James K. Price President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----