Unassociated Document
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
 
TURBOCHEF TECHNOLOGIES INC.
(Name of Issuer)
 

Common Stock, par value $.01 per share
(Title of Class of Securities)
 
 

 
900006 10 7
(CUSIP Number)
 

Reinaldo Pascual
Kilpatrick Stockton LLP
Suite 2800
1100 Peachtree Street NE
Atlanta, Georgia 30309
(404) 815-6500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 

January 23, 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 which 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 o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
 
(Page 1 of 5 pages)
 
 

CUSIP No. 900006 10 7
13D
Page 2 of 5 Pages
 
 
 
 
 
1.
 
NAMES OF REPORTING PERSONS:   JAMES K. PRICE
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):   
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) o
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS: OO (See Item 3)
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
o
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF GEORGIA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
    7.    SOLE VOTING POWER:  1,603,393(1)
 
    8.    SHARED VOTING POWER:
 
    9.    SOLE DISPOSITIVE POWER:  1,603,393(1)
 
    10.          SHARED DISPOSITIVE POWER:
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,603,393(1)
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.45%(2)
 
14.
 
TYPE OF REPORTING PERSON: IN



 
(1)
Includes 416,666 shares subject to currently exercisable options and a total of 1,186,727 shares received in pro rata distributions of shares of the Issuer’s common stock by OvenWorks, LLLP to its limited partners.
   
(2)
Based on 28,986,598 shares of common stock outstanding at November 1, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
 
 

CUSIP No. 900006 10 7
13D
Page 3 of 5 Pages
 

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”):
 
James K. Price, an individual citizen of the United States
c/o TurboChef Technologies, Inc.
Six Concourse Parkway, Suite 1900
Atlanta, GA 30328
 
The Reporting Person’s present principal occupation is serving as a director, and as the President and Chief Executive Officer, 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.
 
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 two 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.
 
The Reporting Person, in his capacity as a director, and as the President and Chief Executive Officer, of the Issuer, 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 1,603,393 shares of Common Stock, which number includes: (i) 416,666 shares of Common Stock subject to currently exercisable options; (ii) 592,918 shares of Common Stock received in a distribution by OvenWorks of shares of Common Stock to its limited partners on August 9, 2005; and (e) 593,809 shares of Common Stock received in a distribution by OvenWorks of shares of Common Stock to its limited partners on January 23, 2007. The Reporting Persons has the sole power to vote and dispose of the 1,603,393 shares of Common Stock that he beneficially owns.
 
 
 

CUSIP No. 900006 10 7
13D
Page 4 of 5 Pages
 

(c) On January 23, 2007, OvenWorks effected a distribution of 3,601,580 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.
 
(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. Price 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.
 
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.
 
 
 
 
 
 
CUSIP No. 900006 10 7
13D
Page 5 of 5 Pages
 
 

Signatures
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
Dated: February 1, 2007
 
 
   
       /s/ James K. Price
       James K. Price