Filed
Pursuant to Rule 424(b)(3)
(SEC
File No. 333-117806)
PROSPECTUS
SUPPLEMENT
(To
Prospectus Dated September 23, 2004)
TURBOCHEF
TECHNOLOGIES, INC.
18,247,940
Shares
Common
Stock
________________________________________
This
prospectus supplement relates to the proposed resale from time to time by the
limited partners of OvenWorks, LLLP, a Georgia limited liability limited
partnership (“OvenWorks”), of shares of our common stock, $0.01 par value, which
were received from OvenWorks in pro rata distributions to its limited partners
effected on August 9, 2005 and January 23, 2007. OvenWorks is one of the selling
stockholders named in the prospectus dated September 23, 2004.
All
share
numbers in this prospectus supplement reflect the conversion, as of October
28,
2004, of all shares of Series D Convertible Preferred Stock previously held
by
OvenWorks to shares of common stock, and a one-for-three reverse stock split
completed December 27, 2004, pursuant to which the total number of shares
covered by the prospectus was adjusted to 18,247,940. This prospectus supplement
should be read in conjunction with, and may not be delivered or utilized
without, the prospectus dated September 23, 2004.
The
following table supplements the information appearing under the heading “Selling
Stockholders” in the prospectus by:
| · |
adding
as selling stockholders those limited partners of OvenWorks who received
shares in the distributions and who were not selling stockholders
named in
the prospectus dated September 23,
2004;
|
| · |
adjusting
the number of shares of our common stock that may be offered for
sale by
those limited partners of OvenWorks who received shares in the
distributions and who are selling stockholders named in the prospectus
dated September 23, 2004; and
|
| · |
adjusting
the number of shares of our common stock that may be offered for
sale by
OvenWorks as a result of the distributions to its limited partners
and the
sale by OvenWorks of 1,985,000 shares of our common stock in an
underwritten public offering on February 8,
2005.
|
This
table of supplemental information was prepared solely based on information
supplied to us by the selling stockholders named therein, any Schedules 13D
or
13G and Forms 3 and 4, and other public documents filed with the Securities
and
Exchange Commission. Unless otherwise indicated in the footnotes to this table
and subject to community property laws where applicable, we believe that each
of
the selling stockholders named in this table has sole voting and investment
power with respect to the shares of common stock indicated as beneficially
owned.
Except
as
set forth in the footnotes to this table, no selling stockholder named therein
has had any position, office, or other material relationship with us or any
of
our predecessors or affiliates within the past three years.
|
Total
Number of
Shares
Beneficially
Owned(1)
|
Total
Number of
Shares
Offered
for
Resale(2)
|
Percentage
Owned
Before
the
Offering(3)
|
Percentage
Owned
After the
Offering(3)(4)
|
||||||||||
|
OvenWorks,
LLLP (5)
|
3,601,575
|
3,601,575
|
12.33%
|
|
*
|
||||||||
|
Richard
E. Perlman (5)(6)
|
5,204,935
|
4,788,302
|
17.57%
|
|
1.41%
|
||||||||
|
Oven
Management, Inc. (5)(7)
|
3,624,273
|
3,624,273
|
12.50%
|
|
*
|
||||||||
|
John
J. F. Sherrerd 2003 OvenWorks Grantor Retained Annuity Trust
(8)
|
78,236
|
78,236
|
*
|
*
|
|||||||||
|
John
J. F. Sherrerd (9)
|
152,149
|
1,433
|
*
|
*
|
|||||||||
|
Hilltop
Holding Company, L.P. (10)
|
1,424,328
|
1,424,328
|
4.88%
|
|
*
|
||||||||
|
Douglas
M. Atkin (11)
|
30,463
|
24,530
|
*
|
*
|
|||||||||
|
Crescent
International, Ltd. (12)
|
117,644
|
62,644
|
*
|
*
|
|||||||||
|
J.
Thomas Presby (13)
|
188,571
|
80,140
|
*
|
*
|
|||||||||
|
D-W
Investments, LLC (14)
|
230,732
|
138,778
|
*
|
*
|
|||||||||
|
Sir
Anthony Jolliffe (15)
|
144,868
|
36,571
|
*
|
*
|
|||||||||
|
James
K. Price (16)
|
1,603,393
|
1,186,727
|
5.41%
|
|
1.41%
|
||||||||
|
William
A. Shutzer (17)
|
1,279,849
|
1,211,517
|
4.37%
|
|
*
|
||||||||
|
Raymond
H. Welsh 2004 Grantor Retained Annuity Trust (18)
|
138,778
|
138,778
|
*
|
*
|
|||||||||
|
James
A. Cochran (19)
|
328,236
|
179,903
|
1.12%
|
|
*
|
||||||||
|
Reinaldo
Pascual (20)
|
68,768
|
35,435
|
*
|
*
|
|||||||||
____________________
| * |
Less
than 1%.
|
| (1) |
This
column lists all shares of common stock beneficially owned, whether
or not
registered hereunder, including all shares of common stock that can
be
acquired through warrant or option exercises within 60 days of January
23,
2007.
|
| (2) |
Only
the shares of common stock registered hereunder, as shown in this
column,
may be offered and resold by the selling stockholder pursuant to
this
prospectus. There is no assurance, however, that any of the selling
stockholders will sell any or all of such shares of common
stock.
|
| (3) |
The
percentage owned assumes that any warrants or options for the purchase
of
common stock that are exercisable by that stockholder within 60 days
of
January 23, 2007 are exercised by that stockholder (and the underlying
shares of common stock issued). For purposes of the ownership percentage,
it is assumed that the offering occurs on the date of this prospectus
supplement. The total number of shares outstanding used in calculating
the
percentage owned assumes a base of 29,215,088 shares of common stock
outstanding as of January 22, 2007, no exercise of warrants or options
(other than those exercisable by that particular stockholder within
60
days of January 23, 2007) and no exchange of any preferred units
of
membership interest of our subsidiary, Enersyst Development Center,
L.L.C.
|
| (4) |
Assumes
all shares of common stock registered hereunder are sold by the selling
stockholder.
|
| (5) |
The
sole general partner of OvenWorks is Oven Management, Inc. Richard
E.
Perlman, the Chairman of our Board of Directors, is the sole stockholder,
sole director and President of Oven Management, Inc., and also is
a
limited partner of OvenWorks.
|
| (6) |
Shares
beneficially owned include 1,164,029 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007,
and
3,601,575 shares owned by OvenWorks, which is controlled by Mr. Perlman.
Shares beneficially owned also include 416,633 shares issuable upon
exercise of options, and 22,698 shares owned by Oven Management.
If all
remaining shares of common stock held by OvenWorks were distributed
to its
limited partners prior to being sold in this offering, Mr. Perlman
would
own an additional 582,452 shares directly, and an additional 11,357
shares
indirectly through Oven Management.
|
| (7) |
Shares
beneficially owned and offered for resale include 3,601,575 shares
owned
by OvenWorks, of which Oven Management is the general partner. Shares
beneficially owned also include 22,698 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007.
If
all remaining shares of common stock held by OvenWorks were distributed
to
its limited partners prior to being sold in this offering, Oven Management
would own an additional 11,357 shares
directly.
|
| (8) |
Shares
beneficially owned are shares received from partnership distributions
from
OvenWorks on August 9, 2005 and January 23,
2007.
|
| (9) |
Shares
beneficially owned include 1,433 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23,
2007.
|
| (10) |
Shares
beneficially owned are shares received from partnership distributions
from
OvenWorks on August 9, 2005 and January 23,
2007.
|
| (11) |
Shares
beneficially owned include 13,330 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23,
2007.
|
| (12) |
Shares
beneficially owned include 42,144 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23,
2007.
|
| (13) |
Shares
beneficially owned include 68,332 shares of common stock issuable
upon
exercise of options and 80,140 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007.
If
all remaining shares of common stock held by OvenWorks were distributed
to
its limited partners prior to being sold in this offering, Mr. Presby
would own an additional 40,099 shares directly. Mr. Presby is a member
of
our Board of Directors and the Board’s Audit and Nominating
Committees.
|
| (14) |
Shares
beneficially owned include 138,778 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007.
If
all remaining shares of common stock held by OvenWorks were distributed
to
its limited partners prior to being sold in this offering, D-W Investments
would own an additional 69,441 shares directly. James W. DeYoung
is the
general partner and managing member of D-W Investments LLC. Mr. DeYoung
is
a member of our Board of Directors and the Board’s Compensation and
Nominating Committees.
|
| (15) |
Shares
beneficially owned include 89,998 shares of common stock issuable
upon
exercise of options and 36,571 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007.
If
all remaining shares of common stock held by OvenWorks were distributed
to
its limited partners prior to being sold in this offering, Sir Anthony
would own an additional 18,299 shares directly. Sir Anthony is a
member of
our Board of Directors and the Board’s Nominating
Committee.
|
| (16) |
Shares
beneficially owned include 416,666 shares of common stock issuable
upon
exercise of options and 1,186,727 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007.
If
all remaining shares of common stock held by OvenWorks were distributed
to
its limited partners prior to being sold in this offering, Mr. Price
would
own an additional 593,809 shares directly. Mr. Price is a member
of our
Board of Directors, and is our President and Chief Executive
Officer.
|
| (17) |
Shares
beneficially owned include 68,332 shares of common stock issuable
upon
exercise of options and 1,211,517 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007.
If
all remaining shares of common stock held by OvenWorks were distributed
to
its limited partners prior to being sold in this offering, Mr. Shutzer
would own an additional 606,213 shares directly. Mr. Shutzer is a
member
of our Board of Directors and the Board’s Audit, Compensation and
Nominating Committees.
|
| (18) |
Shares
beneficially owned are shares of common stock received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007.
If
all remaining shares of common stock held by OvenWorks were distributed
to
its limited partners prior to being sold in this offering, the Trust
would
own an additional 69,441 shares directly. Raymond H. Welsh is the
Trustee
of the Raymond H. Welsh 2004 Grantor Retained Annuity Trust and is
a
member of our Board of Directors and the Board’s Audit, Compensation and
Nominating Committees.
|
| (19) |
Shares
beneficially owned include 148,333 shares of common stock issuable
upon
exercise of options and 179,903 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007.
If
all remaining shares of common stock held by OvenWorks were distributed
to
its limited partners prior to being sold in this offering, Mr. Cochran
would own an additional 90,019 shares directly. Mr. Cochran is our
Senior
Vice President and Chief Financial
Officer.
|
| (20) |
Shares
beneficially owned include 33,333 shares of common stock issuable
upon
exercise of options and 70,817 shares received from partnership
distributions from OvenWorks on August 9, 2005 and January 23, 2007.
If
all remaining shares of common stock held by OvenWorks were distributed
to
its limited partners prior to being sold in this offering, Mr. Pascual
would own an additional 35,434 shares directly. Mr. Pascual is a
partner
of Kilpatrick Stockton LLP, Atlanta, Georgia, which has passed on
certain
legal matters for us, including the validity of the issuance of the
shares
of common stock offered hereby.
|
The
date
of this prospectus supplement is January 23, 2007.