UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported)
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September
9, 2008
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TURBOCHEF
TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in Charter)
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Six
Concourse Parkway, Suite 1900, Atlanta, Georgia
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(678)
987-1700
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(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On August
13, 2008, TurboChef Technologies, Inc., a Delaware corporation (“
TurboChef
”),
announced the execution of an Agreement and Plan of Merger (the “
Merger Agreement
”),
dated August 12, 2008, among TurboChef, The Middleby Corporation, a Delaware
corporation (“
Middleby
”) and its
wholly owned subsidiary, Chef Acquisition Corp., a Delaware corporation (“
Merger
Sub
”). The Merger Agreement provides that, upon the terms and
conditions set forth in the Merger Agreement, TurboChef will merge with and into
Merger Sub (the “
Merger
”), and Merger
Sub will continue as the surviving corporation in the Merger as a wholly owned
subsidiary of Middleby.
On
September 9, 2008, a purported shareholder class action lawsuit was filed in the
Superior Court of Fulton County, Georgia, on behalf of the public stockholders
of TurboChef, challenging TurboChef’s proposed merger with Middleby. The
complaint names TurboChef, Middleby and the current members of TurboChef’s board
of directors as defendants. Among other things, the complaint alleges
breach of fiduciary duty by TurboChef’s directors in connection with approval of
the Merger Agreement. The Company believes that the lawsuit is without
merit and intends to vigorously defend it.
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.
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TURBOCHEF
TECHNOLOGIES, INC.
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(Registrant)
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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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Date: September
16, 2008
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