8-K 1 t15380_8k.htm CURRENT REPORT ON FORM 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)
August 16, 2007
 

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 3.01
NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
 
On August 16, 2007 the Company received an additional Nasdaq Staff Determination letter stating that the Company is not in compliance with its periodic reports filing requirements for continued listing set forth in NASDAQ Marketplace Rule 4310(c)(14), and its common stock is subject to delisting from The Nasdaq Global Market, on an additional basis because of the Company’s failure to timely file its Quarterly Report on Form 10-Q for fiscal quarter ended June 30, 2007.

The Company had a hearing before a Nasdaq Listing Qualifications Panel (the “Panel”) on May 17, 2007 to review the Staff Determinations set forth in its letters of March 28, 2007, and May 14, 2007 regarding the Company’s inability to file its Annual Report on Form 10-K for the year ended December 31, 2006, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, respectively. The Company was granted its request for continued listing on The Nasdaq Stock Market, subject to certain conditions set forth in the Nasdaq Listing Qualifications Panel’s decision, which the Company has previously reported in its Form 8-K filed on June 29, 2007 and which included the condition that the Company file its Annual Report on Form 10-K and other required reports by August 31, 2007.

The Company filed on August 10, 2007 a notice on Form 12b-25 relating to the Company’s failure to file its Quarterly Report on Form 10-Q for the second quarter of 2007. The information in that filing is incorporated herein by reference. The Company issued a press release on August 17, 2007 disclosing its receipt of the August 16, 2007 letter from Nasdaq. That press release is filed as an exhibit hereto.
 
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
 
(d)    Exhibits.
 
Exhibit No.
  
Description
     
99.1
  
Press Release of TurboChef Technologies, Inc. dated August 17, 2007
     
 


 


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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 and General Counsel
 
 
Date: August 17, 2007
 

 
 
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