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As filed with the Securities and Exchange Commission on April 28, 1997
REGISTRATION NO. 333-24769
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
TURBOCHEF, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 48-1100390
(State or other jurisdiction of incorporation) (I.R.S. employer
identification number)
10500 METRIC DRIVE, SUITE 128
DALLAS, TEXAS 75243
(214) 341-9471
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
------------------
PHILIP R. MCKEE
TURBOCHEF, INC.
10500 METRIC DRIVE, SUITE 128
DALLAS, TEXAS 75243
(214) 341-9471
(Address, including zip code, and telephone number, including area code, of
agent for service)
------------------
Copies to:
WILLIAM W. MEIER, III, ESQ.
HENRY, MEIER, JONES & JOHNSON, L.L.P.
1700 PACIFIC AVENUE, SUITE 2700
DALLAS, TEXAS 75201
TELEPHONE: (214) 954-9700
FACSIMILE: (214) 954-9701
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_] ______________.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering: [_] _________________.
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
____________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses to be incurred in connection with the offering
and sale of the Common Stock covered by this Registration Statement, all of
which have been or will be paid by the Company, are as follows:
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<CAPTION>
<S> <C>
SEC registration fee..................................... $ 3,090
Printing and engraving expenses.......................... 20,000
Legal fees and expenses.................................. 14,500
Accounting fees and expenses............................. 2,250
Miscellaneous............................................ *
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TOTAL $ 39,840
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</TABLE>
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and has authorized this Amendment No.
1 to the Registration Statement to be signed on its behalf by the undersigned in
the City of Dallas, Texas on April 28, 1997.
TURBOCHEF, INC.
By: /s/ Philip R. McKee
----------------------------------
Philip R. McKee
President, Chief Executive Officer
and Director
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In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement on Form S-3 has been signed below
by the following persons in the capacities and on the dates indicated:
Name Title Date
---- ----- ----
* Chairman of the Board and April 28, 1997
- ---------------------- Director
Jeffrey B. Bogatin
/s/ Philip R. McKee President, Chief Executive Officer April 28, 1997
- ---------------------- and Director (Principal Executive
Philip R. McKee Officer)
* Executive Vice President-Chief April 28, 1997
- ---------------------- Financial Officer (Principal
Dennis J. Jameson Financial Officer)
* Director April 28, 1997
- ----------------------
Donald J. Gogel
* Director April 28, 1997
- ----------------------
Joseph F. Fogliano
By: /s/ Philip R. McKee
-------------------
Philip R. McKee
Agent and
Attorney-in-Fact
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