<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Turbochef Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Turbochef Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
TURBOCHEF TECHNOLOGIES, INC.
10500 METRIC DRIVE, SUITE 128
DALLAS, TEXAS 75243
__________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 15, 1999
_________________________
To our Stockholders:
The 1999 Annual Meeting of Stockholders of TurboChef Technologies, Inc., a
Delaware corporation (the "Company"), will be held at the offices of Henry,
Meier & Jones, L.L.P., 1700 Pacific Avenue, Suite 2700, Dallas, Texas 75201 on
Tuesday, June 15, 1999, beginning at 10:00 a.m., local time. At the meeting,
the stockholders will consider and act upon the following matters:
(1) a proposal to elect five (5) directors of the Company to serve as the
Board of Directors until the next annual meeting of stockholders and
until their successors are elected and qualified;
(2) a proposal to amend the Fourth Article of the Company's Restated
Certificate of Incorporation to authorize a class of "blank check"
preferred stock;
(3) a proposal to ratify the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the 1999 fiscal year; and
(4) such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on May 13, 1999 as
the record date for determining stockholders entitled to notice of and to vote
at the meeting or any adjournments or postponements thereof.
A proxy and postage prepaid return envelope are enclosed for your
convenience.
By Order of the Board of Directors,
Dennis J. Jameson
Corporate Secretary
May 24, 1999
Dallas, Texas
It is important that your shares be represented at the Annual Meeting.
Please complete, date, sign, and mail the enclosed proxy card promptly in the
return envelope provided, regardless of whether you plan to attend the Annual
Meeting, so that your vote may be recorded. If you are present at the Annual
Meeting, you may withdraw your proxy and vote in person if you so desire.
<PAGE>
TURBOCHEF TECHNOLOGIES, INC.
10500 METRIC DRIVE, SUITE 128
DALLAS, TEXAS 75243
________________________
PROXY STATEMENT
________________________
This Proxy Statement is furnished to the holders ("Stockholders") of common
stock, par value $.01 per share ("Common Stock"), of TurboChef Technologies,
Inc., a Delaware corporation ("TurboChef" or the "Company"), in connection with
the solicitation of proxies by the Board of Directors for use at the 1999 Annual
Meeting of Stockholders of TurboChef to be held on Tuesday, June 15, 1999, and
any adjournment thereof. A copy of the Notice of Annual Meeting accompanies
this Proxy Statement. It is anticipated that this Proxy Statement and the
accompanying proxy card will be first mailed to Stockholders on or about May 24,
1999.
GENERAL
Stockholders Entitled to Vote. May 13, 1999, has been fixed as the record
-----------------------------
date for the determination of Stockholders entitled to notice of and to vote at
the Annual Meeting or any adjournment thereof. As of that date, the Company had
outstanding 15,083,706 shares of Common Stock, the only outstanding voting
securities of the Company. Stockholders are entitled to one vote for each share
owned upon all matters to be considered at the Annual Meeting.
Quorum. The presence at the Annual Meeting, in person or by proxy, of the
------
holders of a majority of the shares of Common Stock outstanding on May 13, 1999,
will constitute a quorum, permitting the meeting to conduct its business.
Abstentions and broker non-votes will be included in the calculation of the
number of shares considered to be present at the Annual Meeting.
Voting. If the accompanying proxy card is properly signed, returned to
------
the Company and not revoked, it will be voted as directed by the Stockholder.
Unless contrary instructions are given, the persons designated as proxy holders
in the proxy card will vote (i) for the slate of nominees for election as
directors proposed by the Board of Directors, (ii) for the proposal to amend the
Fourth Article of the Company's Restated Certificate of Incorporation to
authorize a class of "blank check" preferred stock; (iii) for ratification of
the appointment of Arthur Andersen LLP as the Company's independent public
accountants for the 1999 fiscal year, and (iv) as recommended by the Board of
Directors with regard to any other matters or, if no recommendation is given, in
their own discretion.
The affirmative vote of a plurality of the votes cast at the Annual Meeting
will be required for the election of directors. A properly executed proxy
marked "FOR ALL EXCEPT" with respect to the election of one or more directors
will not be voted with respect to the director or directors indicated, although
it will be counted for purposes of determining whether there is a
<PAGE>
quorum. For each other item to be acted upon at the Annual Meeting, the
affirmative vote of the holders of a majority of the shares represented in
person or by proxy and entitled to vote on the item will be required for
approval. A properly executed proxy marked "ABSTAIN" with respect to any such
matter will not be voted, although it will be counted for purposes of
determining whether there is a quorum. Accordingly, an abstention will have the
effect of a vote against the matter in question.
All votes will be tabulated by the inspector of election appointed for the
Annual Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast with respect to any issue and will have the same effect
as negative votes. Broker non-votes are not counted for any purpose in
determining whether a matter has been approved.
A list of Stockholders entitled to vote at the Annual Meeting will be open
to examination by any Stockholder, for any purpose germane to the meeting, at
10500 Metric Drive, Suite 128, Dallas Texas 75243, during ordinary business
hours for ten (10) days prior to the Annual Meeting. Such list shall also be
available during the Annual Meeting.
Revocation of a Proxy. A Stockholder may revoke his or her proxy at any
---------------------
time before it is exercised by filing with the Chairman of the Board of the
Company at the Company's executive offices in Dallas, Texas, either a written
notice of revocation or a duly executed proxy bearing a later date, or by
appearing in person at the Annual Meeting and expressing a desire to vote his or
her shares in person. Attendance at the Annual Meeting will not, in itself,
constitute revocation of a previously granted proxy.
By Whom and the Manner in which the Proxy is being Solicited. The enclosed
------------------------------------------------------------
proxy is solicited by and on behalf of the Board of Directors of the Company.
The expense of the solicitation of proxies for the Annual Meeting, including the
cost of mailing, will be borne by the Company.
In addition to the use of the mails, the Company will request persons
holding Common Stock in their name or custody on behalf of others, or as
nominees, to send proxy materials to their principals and request authority for
the execution of the proxies and will reimburse such persons for their expense
in so doing.
To the extent necessary in order to assure sufficient representation at the
Annual Meeting, officers and regular employees of the Company, at no additional
compensation, may request the return of proxies personally or by telephone or
telegram. The extent to which this will be necessary depends entirely on how
promptly proxies are received, and Stockholders are urged to send in their
proxies without delay. The Board of Directors has no knowledge or information
that any other person will specifically engage any employees to solicit proxies.
Annual Report. A copy of the Company's Annual Report to Stockholders for
-------------
the year ended December 31, 1998, will be first mailed on or about May 24, 1999
to all Stockholders entitled to vote at the Annual Meeting. The Annual Report
to Stockholders is not incorporated by reference into this Proxy Statement and
is not to be deemed a part hereof.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 16, 1999,
based on information obtained from the persons named below, relating to the
beneficial ownership of shares of Common Stock (unless otherwise indicated ) by
(i) each beneficial owner of more than five percent of the outstanding Common
Stock, (ii) each director, (iii) each executive named in the Summary
Compensation Table in "Executive Compensation" and (iv) all current executive
officers and directors of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP /(1)/ CLASS
- ------------------- --------------- ------
<S> <C> <C>
Jeffrey B. Bogatin
c/o TurboChef Technologies, Inc.
745 Fifth Avenue
New York, New York 10151 .......... 5,828,614/(2)/ 37.07%
Philip R. McKee
6 Windsor Ridge
Frisco, Texas 75034 ............... 1,870,210/(3)/ 12.40%
Donald J. Gogel
375 Park Avenue, 18th Floor
New York, New York 10152 .......... 454,834/(4)/ 3.00%
Marion H. Antonini
79 Ferris Hill Road
New Canaan, Connecticut 06840 ..... 133,834 0.88%
Dennis J. Jameson
c/o TurboChef Technologies, Inc.
10500 Metric Drive, Ste. 128
Dallas, Texas 75243 ............... 133,500/(5)/ 0.88%
Richard N. Caron
c/o TurboChef Technologies, Inc.
10500 Metric Drive, Ste. 128
Dallas, Texas 75243 ............... 2,500 0.02%
Sir Anthony Jolliffe
Arrewig Farming Office
Arrewig Lane
Chartridge, Chesham Bucks HP52UA
England ........................... -0- -0-
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
All directors and executive
officers as a group (7 persons) ... 6,555,282/(6)/ 40.83%
</TABLE>
(1) Unless otherwise indicated, the Company believes that all persons named in
the table have sole voting and investment power with respect to all shares
of Common Stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities that can be acquired by such person within
60 days upon the exercise of options and warrants. Each beneficial owner's
percentage ownership is determined by assuming that options and warrants
that are held by such person (but not those held by any other person) and
which are exercisable within 60 days have been exercised. Percentages
herein assume a base of 15,083,706 shares of Common Stock outstanding,
before any consideration is given to outstanding options or warrants.
Certain of the Company's directors disclaim beneficial ownership of some of
the shares included in the table.
(2) Includes 641,250 shares issuable upon exercise of immediately exercisable
Options granted under the Company's 1994 Stock Option Plan, as amended (the
"Option Plan"). Mr. Bogatin disclaims beneficial ownership of 957,896
shares held in a charitable foundation.
(3) Mr. McKee disclaims beneficial ownership of an aggregate 611,800 shares
which are held in a charitable foundation and a trust.
(4) Includes 71,666 shares issuable upon exercise of immediately exercisable
Options granted under the Option Plan. Mr. Gogel disclaims beneficial
ownership of 83,000 shares held in a charitable foundation.
(5) Includes 125,000 shares issuable upon the exercise of immediately
exercisable Options granted under the Option Plan.
(6) Includes an aggregate of 971,250 shares issuable upon exercise of
immediately exercisable Options granted under the Option Plan.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who beneficially own
more than ten percent of a registered class of the Company's equity securities
("ten percent stockholders") to file initial reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the National
Association of Securities Dealers, Inc. ("NASD"). Executive officers, directors
and ten percent stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. The Company's
executive officers, directors and ten percent stockholders became subject to
these requirements in April 1994, when the registration statement relating to
the Company's initial public offering was declared effective by the SEC.
4
<PAGE>
Based solely upon the Company's review of the copies of such forms
received by it, or written representations from certain reporting persons, the
Company believes that during the fiscal year ended December 31, 1998, all filing
requirements applicable to its executive officers, directors and ten percent
stockholders were fulfilled on a timely basis, except that (i) one report with
respect to the sale by Jeffrey B. Bogatin of certain shares of Common Stock in
April 1998 to certain persons upon the exercise of options granted by Mr.
Bogatin was reported in August 1998, and (ii) one report with respect to the
sale by Donald J. Gogel of shares of Common Stock in April 1998 to certain
persons upon the exercise of options granted by Mr. Gogel was reported in August
1998.
PROPOSAL 1
PROPOSAL TO ELECT DIRECTORS
GENERAL INFORMATION
The Company's Board of Directors currently has five (5) Directors. In
November 1998, the Board of Directors increased the size of the Company's Board
from four (4) to five (5) members and appointed Sir Anthony Jolliffe to the
Board. Five directors are to be elected at the Annual Meeting to serve, subject
to the provisions of the Company's Bylaws, until the next Annual Meeting of
Stockholders, and until their successors are duly elected and qualified.
Each of the current members of the Board of Directors has been nominated by
the Company to be reelected as a director at the Annual Meeting. The Board of
Directors has no reason to believe that any nominee will refuse or be unable to
accept election; however, in the event that one or more nominees are unable to
accept election or if any other unforeseen contingencies should arise, each
proxy that does not direct otherwise will be voted for the remaining nominees,
if any, and for such other persons as may be designated by the Board of
Directors.
Directors' Compensation; Attendance. Directors currently receive no cash
-----------------------------------
compensation for serving on the Board of Directors other than reimbursement of
reasonable expenses incurred in attending meetings. In connection with
retaining Jeffrey B. Bogatin, Donald J. Gogel, Marion H. Antonini and Sir
Anthony Jolliffe to serve as members of the Board of Directors, in fiscal year
1998 the Company granted (i) Mr. Bogatin options to acquire 270,000 shares of
Common Stock, (ii) Mr. Gogel options to acquire 45,000 shares of Common Stock,
(iii) Mr. Antonini options to acquire 200,000 shares of Common Stock, and (iv)
Mr. Jolliffe options to acquire 50,000 shares of Common Stock. All such options
were granted under the Company's 1994 Stock Option Plan.
During the last fiscal year, there has been two (2) meetings of the Board
of Directors of the Company and twenty-five (25) unanimous written consents of
the Board of Directors of the Company in lieu of meetings. Each director
attended more than 75% of the total number of meetings of the Board of
Directors and Committees on which he served.
5
<PAGE>
Committees of the Board. The Board of Directors has a Compensation
-----------------------
Committee, an Audit Committee and an Executive Committee.
Members of the Compensation Committee are Directors Gogel (Chairman) and
Caron. The Compensation Committee is charged with reviewing the Company's
general compensation strategy; establishing salaries and reviewing benefit
programs (including pensions) for the Chief Executive Officer and those persons
who report directly to him; reviewing, approving, recommending and administering
the Company's incentive compensation and stock option plans and certain other
compensation plans; and approving certain employment contracts. This committee
met one (1) time during 1998.
Members of the Audit Committee are Directors Gogel (Chairman) and Jolliffe.
This committee is primarily concerned with the effectiveness of the audits of
the Company by its internal audit staff and by the independent auditors. Its
duties include: (1) recommending the selection of independent auditors; (2)
reviewing the scope of the audit to be conducted by them, as well as the results
of their audit; (3) reviewing the organization and scope of the Company's
internal system of audit and financial controls; (4) appraising the Company's
financial reporting activities (including its Proxy Statement and Annual Report)
and the accounting standards and principles followed; and (5) examining other
reviews relating to compliance by employees with important Company policies and
applicable laws. There was one (1) meeting of the Audit Committee during
1998.
Members of the Executive Committee are Directors Bogatin (Chairman),
Antonini and Caron. The principal responsibilities of this committee are to
review the Company's strategic planning process, allocation of resources and
such other specific matters as from time to time are assigned by the Board.
This committee met one (1) time during 1998.
Election Arrangements. The Company has agreed, for a period of three years
---------------------
from June 12, 1996, to permit a designee of Whale Securities Co., L.P., the
underwriter of the Company's secondary public offering (which designee may
change from time to time) to serve as a non-voting advisor to the Company's
Board of Directors.
Certain Relationships and Related Transactions. In April 1999, Mr.
-----------------------------------------------
Bogatin and Mr. Gogel exercised certain stock options to purchase 200,000 and
40,000 shares, respectively of Common Stock. As payment for the aggregate
exercise price of such options, Mr. Bogatin and Mr. Gogel tendered to the
Company promissory notes in the principal amounts of $500,000 and $100,000,
respectively. The principal amount of each promissory, together with all
accrued interest, is due and payable on April 6, 2004. Each note bears
interest at the federal discount rate as from time to time established by the
Federal Reserve Board, per annum. The amounts due pursuant to the promissory
notes are full-recourse obligations which are secured by separate pledge
agreements between the Company and each of Mr. Bogatin and Mr. Gogel. Pursuant
to such pledge agreements, all of the shares of Common Stock purchased by Mr.
Bogatin and Mr. Gogel upon exercise of their respective stock options were
pledged as collateral for the debts evidenced by their respective promissory
notes.
6
<PAGE>
NOMINEES
Set forth below are the names and ages of the nominees, the principal
occupation of each, the year in which first elected a director of the Company,
the business experience of each for at least the past five years and certain
other information concerning each of the nominees.
MARION H. ANTONINI, age 68, has served as Chairman of the Board of
Directors since April 1998. He also served as interim Chief Executive Officer
of the Company from April 1998 until September 1998. From 1990 to 1997, Mr.
Antonini was Chairman of the Board, President and Chief Executive Officer of
Welbilt Corp., a commercial appliance manufacturer. Mr. Antonini is a director
of Engelhard Corporation, Scientific-Atlanta, Inc. and Vulcan Materials Co.
JEFFREY B. BOGATIN, age 50, a co-founder of the Company, has been a
director of the Company since its inception in 1991 and served as Chairman of
the Board until April 1998. He was also Treasurer of the Company until June
1996. Since 1975, Mr. Bogatin has served as President of Whitemarsh Industries,
Inc., which was engaged in manufacturing and importing ladies apparel and is now
involved with making venture capital investments.
RICHARD N. CARON, age 42, has served as President and Chief Executive
Officer of the Company and as a director since September 1998. Mr. Caron was
employed by Arthur D. Little, Inc., an international technology and innovation
consulting firm, from 1979 to 1998, holding the title of Director from 1991 and
Practice Leader for Consumer Goods in North America from 1997 until he joined
the Company.
DONALD J. GOGEL, age 50, has been a director of the Company since April
1993. Since February 1989, Mr. Gogel has been a principal of Clayton, Dubilier &
Rice, Inc., a private investment firm, and has served as President and Chief
Executive Officer since January 1997. Mr. Gogel is a director of Jafra Cosmetics
International.
SIR ANTHONY JOLLIFFE, age 60, has been a director of the Company since
November 1998. Since 1992, Sir Anthony has been Chairman of the Board of
Directors of Managing for Industry Holding, Ltd., a privately-held international
consulting firm. He is also a director of General Mediterranean Holdings, Ltd.,
a European-based firm with extensive interests in banking, aviation, hotel
construction, advertising and pharmaceuticals.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
EACH DIRECTOR NOMINEE NAMED ABOVE.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning total compensation
earned or paid by the Company's Chief Executive Officer and the two other most
highly compensated executive officers of the Company who served in such
capacities as of December 31, 1998 for services rendered to the Company during
each of the last three fiscal years.
ANNUAL COMPENSATION
-------------------
<TABLE>
<CAPTION>
LONG TERM NO. OF STOCK
NAME AND PRINCIPAL FISCAL ALL OTHER COMPENSATION OPTIONS
POSITION YEAR SALARY BONUS COMPENSATION AWARDS GRANTED
- -------- ---- ------ ----- ------------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Marion H. Antonini
Chairman of the Board/(1)/ 1998 $244,615 $ -0- $-0- $-0- 200,000
Richard N. Caron
President and Chief 1998 $ 92,308 $30,000 $-0- $-0- 200,000
Executive Officer/(2)/
Philip R. McKee, 1998 $131,330 $ -0- $-0- $-0- -0-
President and Chief 1997 121,870 /(4)/ -0- -0- -0- 108,000
Executive Officer /(3)/ 1996 95,000 -0- -0- -0- 250,000
Dennis J. Jameson, 1998 $160,000 $33,750 $-0- $-0- 20,000
Executive Vice President, 1997 150,000 24,327 -0- -0- 20,000
Chief Financial Officer, 1996 135,000 7,500 -0- -0- 120,000
Secretary and Treasurer
</TABLE>
(1) Mr. Antonini was elected Chairman of the Board of Directors in April 1998
and served as interim Chief Executive Officer until September 1998.
(2) Mr. Caron was employed by the Company in September 1998, at which time he
was elected President and Chief Executive Officer of the Company.
(3) In April 1998, Mr. McKee assumed the positions of Vice Chairman and Chief
Technology Officer and Marion H. Antonini assumed the positions of Chairman
of the Board and acting Chief Executive Officer. Mr. McKee resigned as an
executive officer and director of the Company and separated from the Company
effective August 1998.
(4) Includes $26,870 paid to Mr. McKee in 1997 for salary earned in 1993, 1994
and 1995.
OPTION GRANTS FOR FISCAL 1998
The following table sets forth information with respect to stock option
grants to the named executive officers during fiscal 1998 and the potential
realizable value of such option grants.
8
<PAGE>
The hypothetical value of the options as of their date of grant has been
calculated below, using the Black-Scholes option pricing model, as permitted by
SEC rules, based upon a set of assumptions set forth in the footnote to the
table. It should be noted that this model is only one method of valuing
options, and the Company's use of the model should not be interpreted as an
endorsement of its accuracy. The actual value of the options may be
significantly different, and the value actually realized, if any, will depend
upon the excess of the market value of the Common Stock over the option
exercise price at the time of exercise.
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS/(1)/ OPTION TERM /(2)/
---------------------- -----------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO PRICE PER EXPIRATION
NAME GRANTED EMPLOYEES SHARE DATE 5% 10%
- ---- ------- --------- -------- --- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Marion H. Antonini 200,000 16.06% $7.375 04/15/05 $600,000 $1,399,000
Richard N. Caron 200,000 16.06% $4.75 09/09/05 $387,000 $ 901,000
Dennis J. Jameson 20,000 1.61% $7.00 11/02/05 $ 57,000 $ 133,000
Philip R. McKee -0- -0- -0- N/A N/A N/A
</TABLE>
/(1)/ These are options granted under the Company's 1994 Stock Option Plan, as
amended, to acquire shares of Common Stock.
/(2)/ The potential realizable value of the options, if any, granted in 1998 to
each of these executive officers was calculated by multiplying those
options by the excess of (a) the assumed market value of Common Stock, at
the end of option term, if the market value of Common Stock were to
increase 5% or 10% in each year of the option's 7-year term over (b) the
exercise price shown. This calculation does not take into account any
taxes or other expenses which might be owed. The 7% and 10% appreciated
rates are set forth in the SEC rules and no representation is, of course,
made that the Common Stock will appreciate at these assumed rates or at
all.
OPTION EXERCISES AND VALUES FOR FISCAL 1998
The table below sets forth the following information with respect to option
exercises during fiscal 1998 by each of the named executive officers and the
status of their options at December 31, 1998:
9
<PAGE>
. the number of shares of Common Stock acquired upon exercise of
options during fiscal 1998;
. the aggregate dollar value realized upon the exercise of such
options;
. the total number of exercisable and non-exercisable stock options
held at December 31, 1998; and
. the aggregate dollar value of in-the-money exercisable options at
December 31, 1998.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUE
<TABLE>
<CAPTION>
VALUE REALIZED NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES (MARKET PRICE OPTIONS THE-MONEY OPTIONS AT
ACQUIRED ON AT EXERCISE LESS AT FISCAL YEAR-END FISCAL YEAR-END/(1)/
------------------ --------------------
NAME EXERCISE EXERCISE PRICE) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- -------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marion H. Antonini -0- $-0- 66,667 133,333 $116,667 $233,333
Richard N. Caron -0- -0- -0- 200,000 $ -0- $875,000
Dennis J. Jameson -0- -0- 85,000 75,000 $ -0- $ 42,500
Philip R. McKee -0- -0- -0- 358,000 $ -0- $ -0-
</TABLE>
/(1) / In accordance with certain rules promulgated by the SEC, the value of
unexercised options equals fair market value of the shares underlying in-
the-money options at December 31, 1998 ($9.125), less the exercise price,
times the number of in-the-money options outstanding.
EXECUTIVE EMPLOYMENT AGREEMENTS
In March 1998, the Company entered into a two-year employment agreement
with Marion H. Antonini, providing for his employment as Chairman of the Board
and acting Chief Executive Officer of the Company effective in April 1998.
Pursuant to such employment agreement, Mr. Antonini will be entitled to receive
an annual base salary of $300,000 and shall be granted options to acquire
200,000 shares of Common Stock at a price of $7.375 per share which will vest as
follows: (i) options to acquire 66,667 shares will vest at such time as the
Company executes an employment agreement with a new Chief Executive Officer, the
recruitment of whom shall be one of Mr. Antonini's principal short-term
responsibilities, (ii) options to acquire 66,667 will vest on March 5, 1999, and
(iii) options to acquire 66,666 shares of Common Stock will vest on March 5,
2000.
In August 1998, the Company entered into an employment agreement with
Richard N. Caron providing for his employment as President and Chief Executive
Officer of the Company effective in September 1998. Pursuant to such employment
agreement, Mr. Caron will be entitled to receive
10
<PAGE>
an annual base salary of $300,000 plus an annual bonus of up to 50% of his base
salary, as determined by the Board of Directors. Mr. Caron also received a
signing bonus of $60,000, with 50% of such amount being paid on October 1, 1998,
and the remainder being paid on March 1, 1999. If Mr. Caron decides to terminate
his employment prior to his one-year anniversary with the Company, the entire
amount of such signing bonus must be repaid to the Company. Pursuant to his
employment agreement, Mr. Caron shall be granted options to acquire 200,000
shares of Common Stock at a price of $4.75 per share which will vest in equal
amounts over a three-year period. The employment agreement does not specify any
term of employment.
TOTAL RETURNS TO STOCKHOLDERS
STOCK PERFORMANCE GRAPH
- -----------------------
The following line graph compares the total stockholder return (stock price
growth plus dividends) of the Common Stock from April 7, 1994 through December
31, 1998, with the total stockholder return for the same period of a peer group
index. The graph assumes that the value of the investment in the Common Stock
and each index was $100 on April 7, 1994 and all dividends were reinvested. The
Company notes that the Company's initial public offering occurred on April 7,
1994 and that the initial offering price of $2.50 was used as the beginning
price for the Company's stock price on the performance graph.
[PERFORMANCE GRAPH APPEARS HERE]
11
<PAGE>
<TABLE>
<CAPTION>
BASE PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME APRIL '94 1994 1995 1996 1997 1998
- ------------------ --------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
TurboChef Technologies, Inc. 100.00 66.47 547.62 842.86 276.19 347.62
Peer Group Index* 100.00 153.06 216.80 327.73 361.89 337.87
Nasdaq Market Index 100.00 102.34 132.74 164.95 201.77 284.56
</TABLE>
*The common stock of the following companies have been included in
the peer group index: AquaCare Systems, Inc., Engineered Support Systems,
Middleby Corp., Minuteman International, Inc., Pressmark International, Inc.,
Recovery Engineering, Inc., Tennant Co., TurboChef Technologies, Inc. and United
States Filter Corp.
PROPOSAL 2
PROPOSAL TO AMEND THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION TO AUTHORIZE A CLASS
OF BLANK CHECK PREFERRED STOCK
The Board of Directors unanimously proposes that the Fourth Article of
the Company's Restated Certificate of Incorporation be amended to authorize a
class of preferred stock commonly known as "blank check" preferred stock. If
such amendment is approved, the text of the Fourth Article of the Company's
Restated Certificate of Incorporation would read in its entirety as follows:
FOURTH: AUTHORIZED SHARES. The total number of shares of stock
-----------------
which the Corporation shall have authority to issue is Fifty Five
Million (55,000,000) shares consisting of Fifty Million (50,000,000)
shares of Common Stock having a par value of one cent ($.01) per share
and Five Million (5,000,000) shares of Preferred Stock having a
stated value of one dollar ($1.00) per share.
The Board of Directors is authorized, subject to any limitations
prescribed by law and the provisions of this Article FOURTH, to
provide for the issuance of the shares of preferred stock in series,
and by filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and
the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the
following:
A. The number of shares constituting that series and the
distinctive designation of that series;
12
<PAGE>
B. The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends
on shares of that series;
C. Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such
voting rights;
D. Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as the
Board of Directors shall determine;
E. Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
F. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
G. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment
of shares of the Corporation, and the relative rights of priority, if
any, of payment of shares of that series; and
H. Any other relative rights, preferences and limitations of
that series.
The Board of Directors believes that amending the Fourth Article of
the Company's Restated Certificate of Incorporation to authorize the issuance of
up to Five Million (5,000,000) shares of Preferred Stock, $1.00 stated value per
share (the "Preferred Stock"), is in the best interests of the Company and its
stockholders. The Board of Directors further believes that the ability of the
Board to issue one or more series of Preferred Stock will provide the Company
with increased flexibility in structuring possible future financings,
acquisitions and strategic alliances and in meeting other corporate needs.
As amended, the Fourth Article of the Company's Restated Certificate
of Incorporation would grant to the Board of Directors the power to authorize
the issuance of one or more series of Preferred Stock and to determine with
respect to any series of Preferred Stock, the preferences, rights and other
terms of such series. Accordingly, by resolution of the Board of Directors, the
13
<PAGE>
Board would establish the voting powers, designations, preferences and relative,
participating, optional, redemption, conversion, exchange or other special
rights, qualifications, limitations or restrictions of each series of Preferred
Stock. The authorized Preferred Stock would be available for issuance without
further action by the Company's stockholders, unless such action is required by
applicable law or the rules of any stock exchange or automated quotation system
on which any shares of Preferred Stock may be listed or traded at the time of
issuance or proposed issuance.
It is not possible to determine the actual effect of the Preferred Stock on
the rights of the holders of Common Stock until the Board of Directors
determines the rights of the holders of a series of the Preferred Stock.
However, such effects might include (i) restrictions on the payments of
dividends to holders of the Common Stock; (ii) dilution of voting power to the
extent that the holders of the Preferred Stock are given voting rights; (iii)
dilution of the equity interests and voting power if the Preferred Stock is
convertible into Common Stock; and (iv) restrictions upon any distribution of
assets to the holders of the Common Stock upon liquidation or dissolution and
until the satisfaction of any liquidation preference granted to the holders of
Preferred Stock.
The Board of Directors is required by Delaware law to make any
determination to issue shares of Preferred Stock based upon its judgment as
advisable and in the best interests of the Stockholders and the Company.
Although the Board of Directors has no present intention of doing so, it could,
in the future, issue a series of Preferred Stock which, due to its terms, could
impede or discourage an attempt to obtain control of the Company by means of a
merger, tender offer, proxy contest or other transaction. Consequently, the
Board of Directors may be able to effectively block a transaction that some, or
a majority of the Company's stockholders might believe to be in their best
interests or in which the stockholders might receive a premium over then-
prevailing market prices for the Common Stock. For example, if in the due
exercise of its fiduciary obligations, the Board of Directors were to determine
that a takeover proposal is not in the Company's best interests, the Board of
Directors could cause shares of Preferred Stock to be issued without stockholder
approval in one or more private offerings or other transactions that might
dilute the voting or other rights of the proposed acquirer or insurgent
stockholder or stockholder group or create a substantial voting block in
institutional or other hands that might undertake to support the position of the
incumbent Board of Directors.
Under Delaware law, the Stockholders will not have any dissenters' or
appraisal rights in connection with the proposed amendment of the Restated
Certificate of Incorporation. If the proposed amendment is approved by the
Stockholders, it will become effective after filing a certificate of amendment
required by the General Corporation Law of the State of Delaware.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ADOPTION OF THIS AMENDMENT
TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION.
14
<PAGE>
PROPOSAL 3
PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP, which audited the
Company's 1998 financial statements, as the Company's independent public
accountants for the year ending December 31, 1999.
Effective December 21, 1998, the Company appointed Arthur Andersen LLP as
the Company's independent public accountants for fiscal 1998 to replace KPMG LLP
which resigned on that same date. The Company's Board of Directors approved the
selection of Arthur Andersen LLP as independent public accountants upon the
recommendation of the Board's Audit Committee.
During the 1996 and 1997 fiscal years and the period of January 1, 1998
through December 21, 1998, there were no disagreements with KPMG LLP on any
matter of accounting principle or practice, financial statement disclosure or
auditing scope or procedures, which disagreements, if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement. KMPG LLP's report on the
Company's financial statements for the past two years contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
A proposal to ratify the appointment of Arthur Andersen LLP will be
presented at the Annual Meeting. A representative of Arthur Andersen LLP is
expected to be present at the Annual Meeting. The representative will have an
opportunity to make a statement and will be able to respond to appropriate
questions. Ratification of the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the year ending December 31, 1999
will require the affirmative vote of a majority of the shares of Common Stock
represented in person or by proxy and entitled to vote at the Annual Meeting. In
the event the Stockholders do not ratify the appointment of Arthur Andersen LLP
for the forthcoming fiscal year such appointment will be reconsidered by the
Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
RATIFYING THE APPOINTMENT OF ARTHUR ANDERSEN LLP.
STOCKHOLDER NOMINATION OF DIRECTORS
Nominations of individuals other than those made by the Board of Directors
must be in writing and be delivered to the Company not less than ten (10) days
after the date on which notice of the Annual Meeting is first given to the
Stockholders, or more than sixty (60) days prior to any Annual Meeting,
whichever is later. Such nominations must include the information regarding the
15
<PAGE>
person advancing the nomination as well as information about the nominee as
required by the Bylaws of the Company. Nominations not made according to these
procedures will be disregarded.
FORM 10-K
THE COMPANY SHALL PROVIDE WITHOUT CHARGE TO EACH PERSON, SOLICITED ON THE
WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S MOST RECENT ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL
STATEMENT SCHEDULES AND ALL EXHIBITS THERETO. STOCKHOLDERS WHO DESIRE SUCH
MATERIALS SHOULD CONTACT MR. DENNIS J. JAMESON, EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER BY TELEPHONE AT (214) 341-9471, OR WRITE TO TURBOCHEF
TECHNOLOGIES, INC., 10500 METRIC DRIVE, SUITE 128, DALLAS, TEXAS 75243, ATTN:
DENNIS J. JAMESON.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors knows of no
other business to be brought before the Annual Meeting requiring action of the
Stockholders, nor does it have any information that other matters will be
brought before the Annual Meeting. If, however, any other business should
properly come before the Annual Meeting, the persons named in the accompanying
proxy will vote proxies as in their discretion they may deem appropriate, unless
they are directed by a proxy to do otherwise.
STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
A Stockholder interested in presenting a proposal for consideration at the
Company's Annual Meeting of Stockholders in 2000 and to be included in the
Company's proxy statement and form of proxy for such annual meeting may do so by
following the procedures prescribed in Rule 14a-8 under the Securities Exchange
Act of 1934. To be eligible for inclusion, Stockholder proposals must be
received by the Company's Corporate Secretary no later than January 26, 2000.
By Order Of The Board of Directors
Dennis J. Jameson
Corporate Secretary
May 24, 1999
Dallas, Texas
16
<PAGE>
PROXY
-----
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
TURBOCHEF TECHNOLOGIES, INC.
The undersigned hereby appoints, Marion H. Antonini, Richard N. Caron, and
Dennis J. Jameson, each with the full authority to act without any other, as
proxies with full power of substitution, to vote and act for and in the name of
the undersigned as fully as the undersigned could vote and act if personally
present, at the annual meeting of stockholders of TurboChef Technologies, Inc.
to be held on June 15, 1999 and at any adjournments thereof, as follows:
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL OF THE PROPOSALS. IF OTHER MATTERS PROPERLY COME BEFORE THE
MEETING, THE PROXIES WILL VOTE IN ACCORDANCE WITH THEIR JUDGMENT.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
PROPOSAL 1. ELECTION FOR WITHHOLD FOR ALL NOMINEES: MARION H. ANTONINI
OF DIRECTORS ALL ALL EXCEPT JEFFREY B. BOGATIN
[_] [_] [_] RICHARD N. CARON
DONALD J. GOGEL
SIR ANTHONY JOLLIFFE
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME
IN THE SPACE PROVIDED BELOW.)
____________________________________
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROPOSAL 2. TO AMEND THE FOURTH ARTICLE OF THE COMPANY'S FOR AGAINST ABSTAIN
RESTATED ARTICLES OF INCORPORATION TO AUTHORIZE [_] [_] [_]
A CLASS OF BLANK CHECK PREFERRED STOCK.
PROPOSAL 3. TO RATIFY THE APPOINTMENT OF ARTHUR FOR AGAINST ABSTAIN
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT [_] [_] [_]
PUBLIC ACCOUNTANTS FOR FISCAL 1999.
PROPOSAL 4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
</TABLE>
SIGNATURE _____________________________ DATE __________ SIGNATURE
_____________________________ DATE __________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE HELD
JOINTLY, SIGNATURE SHOULD INCLUDE BOTH NAMES. WHEN SIGNING AS AN
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR OTHER SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE GIVE FULL TITLE AS SUCH.
