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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November
21, 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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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
November 21, 2008, TurboChef Technologies, Inc., a Delaware corporation (“
TurboChef
”), The
Middleby Corporation, a Delaware corporation (“
Middleby
”) and its
wholly owned subsidiary, Chef Acquisition Corp., a Delaware corporation (“
Merger Sub
” and,
together with Middleby, “
Purchasers
”) amended
the Agreement and Plan of Merger (the “
Merger Agreement
”)
dated August 12, 2008 to extend the End Date (as defined in the Merger
Agreement) to January 7, 2009.
On
November 10, 2008, TurboChef announced its third quarter financial
results. Subsequent to this announcement, on November 13, 2008,
Middleby contacted TurboChef to inform TurboChef that Middleby's board had
requested Middleby's management to conduct a comprehensive business review of
TurboChef's financial condition and results of operations with
TurboChef. During the course of the next week, Middleby and TurboChef
management and advisors exchanged information and had a series of discussions in
connection with such review, including a meeting at the offices of Paul Hastings
in Atlanta on November 18, 2008. As a consequence of the additional
time required to complete the business review and the ongoing SEC review of the
Registration Statement, Middleby and TurboChef mutually agreed to extend the End
Date to January 7, 2009.
The
foregoing description of the Amendment, which is attached hereto as Exhibit 2.1,
is qualified in its entirety by reference to the text thereof and is
incorporated herein by reference.
Item
9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits
.
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Exhibit No.
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Description
of Exhibits
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2.1
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Amendment
to Agreement and Plan of Merger dated November 21,
2008
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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: November
21, 2008
Index
to Exhibits
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Exhibit No.
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Description
of Exhibits
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2.1
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Amendment
to Agreement and Plan of Merger dated November 21,
2008.
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