As filed
with the Securities and Exchange Commission on February 27, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
TURBOCHEF
TECHNOLOGIES INC.
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
William
A. Shutzer
520 East
86th
Street
Apt
7A
New York,
New York 10028
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October
15, 2007
(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 that 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
[ ]
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.
900006 20 6
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Page 2 of
5 Pages
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
William
A. Shutzer
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
(See Item 3)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES OF AMERICA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
1,816,815(1)
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
1,816,815
(1)
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,816,815
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%(2)
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14
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TYPE
OF REPORTING PERSON
IN
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(1)
Includes 68,331 shares subject to currently exercisable options, a total of
1,744,984 shares received in pro rata distributions of shares of the Issuer’s
common stock by OvenWorks, LLLP to its limited partners, and 3,500 shares issued
upon vesting of restricted stock units awarded as director
compensation.
(2) Based
on 29,240,175 shares of common stock outstanding at September 1, 2007, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007 and giving effect to the exercise of currently-exercisable
options.
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CUSIP
No. 900006 20 6
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Page 3
of 5 Pages
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Item
1. Security and Issuer.
This
statement (this “Statement”) relates to the common stock, par value $.01 per
share (the “Common Stock”), of TurboChef Technologies, Inc. (the “Issuer”). The
principal executive offices of the Issuer are located at Six Concourse Parkway,
Suite 1900, Atlanta, Georgia 30328.
Item
2. Identity and Background.
(a)-(c)
and (f) This Statement is being filed by the following reporting person (the
“Reporting Person”):
William
A. Shutzer, an individual citizen of the United States
520 East
86th
Street
Apt
7A
New York,
NY 10028
The
Reporting Person’s present principal occupation is senior managing director of
Evercore Partners, a financial advisory and private equity firm, and serves as a
director of the Issuer.
(d) and
(e) The Reporting Person has not, during the last five years, been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
The
Reporting Person received shares of Common Stock in separate distributions by
OvenWorks, LLLP (“OvenWorks”) of shares of Common Stock to its limited partners.
The source of funds used by OvenWorks to acquire its shares of Common Stock was
capital contributions from the funds of the limited partners of OvenWorks, and
none of the funds were borrowed by OvenWorks. The distributions by OvenWorks
were effected for no consideration. The Reporting Person acquired his limited
partnership interest in OvenWorks using personal funds. The Reporting
Person also received shares of Common Stock upon the vesting of restricted stock
units awarded by the Company to the Reporting Person for services as a director
and no other consideration.
Item
4. Purpose of Transaction.
The
Common Stock distributed by OvenWorks to its limited partners, including the
Reporting Person, was acquired by OvenWorks pursuant to a Stock Purchase
Agreement, dated October 28, 2003, with the Issuer. Pursuant to the Stock
Purchase Agreement, OvenWorks acquired shares of Series D Preferred Stock of the
Issuer, which were subsequently converted into shares of Common Stock. OvenWorks
has made three separate distributions of Common Stock to its limited partners.
The Reporting Person is not aware of any plan or proposal of OvenWorks that
relates to or would result in any other action specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
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CUSIP
No. 900006 20 6
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Page 4
of 5 Pages
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The
Reporting Person, in his capacity as a director, is and will continue to be
involved in the management of the Issuer. Other than in these capacities, the
Reporting Person does not have any plan or proposal that relates to or would
result in any other action specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a) and
(b) Please see Items 7 through 11 and 13 of the cover sheet for the Reporting
Person.
The
Reporting Person beneficially owns 1,816,815 shares of Common Stock, which
number includes: (i) 68,331 shares of Common Stock subject to currently
exercisable options; (ii) 605,304 shares of Common Stock received in a
distribution by OvenWorks of shares of Common Stock to its limited partners on
August 9, 2005; (iii) 606,213 shares of Common Stock received in a distribution
by OvenWorks of shares of Common Stock to its limited partners on January 23,
2007; (iv) 533,467 shares of Common Stock received in a distribution by
OvenWorks of shares of Common Stock to its limited partners on October 15, 2007;
and (v) 3,500 shares of Common Stock issued to the Reporting Person upon the
vesting of restricted stock units on October 29, 2007. The Reporting Persons has
the sole power to vote and dispose of the 1,816,815 shares of Common Stock that
he beneficially owns.
(c) On
October 15, 2007, OvenWorks effected a distribution of 3,169,390 shares of
Common Stock to its limited partners, including the Reporting Person. The
distribution was made pro rata to OvenWorks’ limited partners, and was made for
no consideration. On October 29, 2007 the Company issued 3,500 shares
of Common Stock to the Reporting Person upon the vesting of restricted stock
units awarded to the Reporting Person on October 29, 2006 for services as a
director and no other consideration.
(d) and
(e) Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The
Reporting Person, as a limited partner of OvenWorks, is party to an Amended and
Restated Agreement, dated January 2005 (the “Partnership Agreement”), among
limited partners of OvenWorks and Oven Management, Inc., as the sole general
partner of OvenWorks (“Oven Management”). As the general partner of OvenWorks,
Oven Management has the sole power to vote and dispose of all shares of the
Common Stock held by OvenWorks. Richard E. Perlman, the Chairman of the Board of
Directors of the Issuer, is the sole shareholder of Oven Management, and serves
as its President and Sole Director. Mr. Perlman controls Oven Management through
his beneficial ownership of all of Oven Management’s outstanding capital
stock.
Under the
Partnership Agreement, as a limited partner of OvenWorks, Mr. Shutzer has no
right to participate in the decisions concerning the voting, disposition or
conversion of any shares of Common Stock held by OvenWorks, and he accordingly
disclaims beneficial ownership of the shares of Common Stock held by
OvenWorks.
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CUSIP
No. 900006 20 6
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Page 5
of 5 Pages
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Except as
described in the Statement, the Reporting Person does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to any securities of the Issuer, including finder’s
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
Item
7. Material to be Filed as Exhibits.
Not
applicable.
SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: February
27, 2008
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/s/ William A.
Shutzer
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William
A. Shutzer
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