t15441_scto-c.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO-C
(Rule
13e-4)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
TURBOCHEF
TECHNOLOGIES, INC.
(Name
of Subject Company (Issuer) and Filing Person (Offeror and
Issuer))
Options
to Purchase Common Stock, Par Value $0.01 Per Share
(Title
of Class of Securities)
900006206
(CUSIP
Number of Class of Securities)
(Underlying
Common Stock)
Dennis
J. Stockwell, Esq.
Vice
President, General Counsel
Six
Concourse Parkway, Suite 1900
Atlanta,
Georgia 30328
(678)
987-1700
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications on
Behalf
of the Filing Person)
Copy
to:
David
M. Eaton, Esq.
Kilpatrick
Stockton LLP
1100
Peachtree Street, Suite 2800
Atlanta,
Georgia 30309
(404)
815-6500
CALCULATION
OF FILING FEE
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Not
applicable
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Not
applicable
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* A
filing fee is not required in connection with this filing as it relates solely
to a preliminary communication made before the commencement of a tender
offer.
o
Check
box if any part
of the fee is offset as provided by Rule 0−11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing
by
registration statement number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid:
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Not
applicable.
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Form
or Registration No.:
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Not
applicable.
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Filing
party:
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Not
applicable.
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Date
filed:
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Not
applicable.
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þ
Check
the box if the
filing relates solely to preliminary communications made before the commencement
of a tender offer.
Check
the appropriate boxes below to designate any transactions to which the statement
relates:
o
third
party tender
offer subject to Rule 14d−1.
þ
issuer
tender offer
subject to Rule 13e−4.
o
going-private
transaction subject to Rule 13e−3.
o
amendment
to Schedule
13D under Rule 13d−2.
Check
the following box if the filing is a final amendment reporting the results
of
the tender offer. o
This
Tender Offer Statement on
Schedule TO-C is being filed by TurboChef Technologies, Inc., a Delaware
corporation (“TurboChef”), pursuant to General
Instruction D to Schedule TO. The attached exhibit is a
communication to TurboChef employees from the Vice President and General Counsel
of TurboChef regarding a proposed tender offer to amend or replace certain
options granted under the TurboChef Technologies, Inc. 2003 Stock Incentive
Plan
so that holders of such options can avoid adverse tax consequences under
Internal Revenue Code Section 409A.
This
communication is not an offer to amend or replace stock options. The tender
offer may be commenced at such time as determined in the discretion of the
Board
of Directors. At the time an offer is commenced, TurboChef will
provide holders of eligible options with written materials explaining the
precise terms and timing of the offer. Persons who are eligible to
participate in the offer should read these written materials carefully when
they
become available because they contain important information about the
offer. TurboChef will also file these written materials with the
Securities and Exchange Commission (the
“SEC”) as part of a tender offer
statement upon the commencement of the offer. Option holders will be
able to obtain these written materials and other documents filed by TurboChef
with the SEC free of charge from the SEC’s website at
www.sec.gov and materials will be
provided to option holders. Additional copies of the
tender offer statement and its exhibits can be obtained from TurboChef by
contacting Pam Browne, Legal Assistant.
Item
12. EXHIBITS.
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Exhibit
No.
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Description
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99.1
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Employee
Communication regarding 409A Tender Offer, dated October 9,
2007.
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SIGNATURE
After
due 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.
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TURBOCHEF
TECHNOLOGIES, INC.
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By:
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/s/
Dennis J. Stockwell
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Dennis
J. Stockwell
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Vice
President and General Counsel
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Dated: October
9, 2007
EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
| |
|
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99.1
|
Employee
Communication regarding 409A Tender Offer, dated October 9,
2007.
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