SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
(AMENDMENT NO. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MAY 21, 2004
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TURBOCHEF TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-23478 48-1100390
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
SIX CONCOURSE PARKWAY, SUITE 1900, ATLANTA, GEORGIA 30328
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (678) 987-1700
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
EXPLANATORY NOTE:
On May 28, 2004, TurboChef Technologies, Inc. (the "Registrant") filed a
Current Report on Form 8-K in connection with the consummation of a series of
transactions with Enersyst Development Center, L.L.C. ("Enersyst"), and the
completion of a private placement of shares of the Registrant's common stock to
certain investors (the "Investors"). On June 30, 2004 the Registrant amended
that Current Report to file the financial statements of Enersyst and the pro
forma financial information required by Items 7(a) and 7(b) of Form 8-K. The
Registrant hereby amends that Current Report, as amended, to provide revised pro
forma financial information.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The following financial statements of Enersyst have been filed
as Exhibit 99.2 to this Form 8-K/A:
(1) REPORTS OF INDEPENDENT AUDITORS
(2) BALANCE SHEETS AS OF MARCH 31, 2004 (UNAUDITED),
DECEMBER 31, 2003 AND 2002
(3) STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 2004 AND 2003 (UNAUDITED) AND THE YEARS ENDED
DECEMBER 31, 2003 AND 2002
(4) STATEMENTS OF CHANGES IN MEMBERS' EQUITY FOR THE THREE
MONTHS ENDED MARCH 31, 2004 (UNAUDITED) AND THE YEARS
ENDED DECEMBER 31, 2003 AND 2002
(5) STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 2004 AND 2003 (UNAUDITED) AND THE YEARS ENDED
DECEMBER 31, 2003 AND 2002
(6) NOTES TO FINANCIAL STATEMENTS
(b) Pro Forma Financial Information.
The following pro forma financial information of the Registrant
and Enersyst is filed as Exhibit 99.3 to this Form 8-K/A:
(1) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2004
(2) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 AND THE
THREE MONTHS ENDED MARCH 31, 2004.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Contribution Agreement, dated May 21, 2004 by and among
the Registrant, Enersyst and the members of Enersyst*
10.1 Preferred Unit Exchange Agreement, dated May 21, 2004,
by and among the Registrant and the members of Enersyst*
10.2 Form of Subscription Agreement entered into as of May
21, 2004 by the Registrant and each of the Investors*
10.3 Form of Registration Rights Agreement, dated May 21,
2004, by and among the Registrant and the Investors*
10.4 Amended and Restated Operating Agreement of Enersyst,
dated May 21, 2004*
23.1 Consent of Whitley Penn*
23.2 Consent of Deloitte & Touche LLP*
99.1 Press Release of the Registrant dated May 24, 2004*
99.2 Financial Statements of Enersyst*
99.3 Unaudited Pro Forma Condensed Consolidated Financial
Information of the Registrant and Enersyst
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* Previously filed.
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
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James A. Cochran
Senior Vice President and Chief
Financial Officer
Date: July 2, 2004