<PAGE>
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 (S)240.14a-11(c) or (S)240.14a-12
TURBOCHEF TECHNOLOGIES, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(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):
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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 July 12, 2000
__________________________
To our Stockholders:
The 2000 Annual Meeting of Stockholders of TurboChef Technologies, Inc., a
Delaware corporation (the "Company"), will be held at 10500 Metric Drive, Suite
128, Dallas, Texas 75243 on Wednesday, July 12, 2000, 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 Company's 1994 Stock Option Plan, as amended;
and
(3) 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 June 2, 2000 as
the record date for determining stockholders entitled to notice of and to vote
at the meeting or any adjournments or postponements thereof. Stockholders may
vote either (i) by telephone, using the toll-free number shown on the enclosed
proxy card, or (ii) by mail, by marking, signing and returning the enclosed
proxy card in the enclosed postage prepaid return envelope.
By Order of the Board of Directors,
David A. Bolton
Corporate Secretary
June 13, 2000
Dallas, Texas
It is important that your shares be represented at the Annual Meeting.
Please either utilize the toll-free number shown on your proxy card or 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 one cent ($.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 2000 Annual Meeting of Stockholders of TurboChef to be held on Wednesday,
July 12, 2000, 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 Thursday, June 15, 2000.
GENERAL
Stockholders Entitled to Vote. June 2, 2000, 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 15,728,423 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 June 2, 2000,
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. This year there are two convenient voting methods. Stockholders
------
may vote their shares by telephone by calling the toll-free telephone number on
the enclosed proxy card. Telephone voting is available 24 hours a day with the
deadline for voting by telephone being 4:00 p.m. (Eastern Daylight Savings
Time) on Tuesday, July 11, 2000. If you choose to vote by telephone, you
should not return your proxy card. Alternatively, you may vote by mail. To
vote by mail, simply mark your proxy, date and sign it, and return it in the
postage-prepaid envelope provided.
If the 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 Company's
<PAGE>
1994 Stock Option Plan, as amended, and (iii) as recommended by the Board of
Directors with regard to any other matters or, if no recommendation is given, in
their own discretion.
There are different vote requirements for the various proposals. 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 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.
If you are the beneficial owner of shares held in "street name" by a
broker, the broker as the record holder of the shares is required to vote those
shares in accordance with your instructions. If you do not give instructions to
the broker, the broker will be entitled to vote the shares with respect to
"discretionary" items but will not be permitted to vote the shares with respect
to "non-discretionary" items (those shares are treated as "broker non-votes").
All shares that have been properly voted--whether by telephone or mail--and
not revoked will be voted at the Annual Meeting in accordance with your
instructions. If you sign your proxy card but do not give voting instructions,
the shares represented by that proxy will be voted as recommended by the Board
of Directors.
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 submitting another timely proxy by telephone, by
filing with the Corporate Secretary 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.
2
<PAGE>
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. The Company will reimburse such persons for their
expense in so doing.
To the extent necessary in order to assure sufficient representation at the
Annual Meeting, regular employees of the Company, at no additional compensation,
may request the return of proxies personally or by telephone or telegram. In
addition, the Company has retained ChaseMellon Shareholder Services, L.L.C.
("ChaseMellon"), to solicit proxies from brokers, banks, nominees and other
institutional holders. The Company shall pay ChaseMellon a fee of $8,500.00 for
providing such services and shall reimburse ChaseMellon for certain reasonable
out-of-pocket expenses. The extent to which ChaseMellon's services will be
necessary and the number of employees utilized by ChaseMellon in providing such
services 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, 1999, will be first mailed on or about Thursday,
June 15, 2000 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of June 2, 2000,
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 (5%) 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.
Amount and Nature Percent
Name and Address of Beneficial of
of Beneficial Owner Ownership /(1)/ Class
------------------- --------------- -----
Jeffrey B. Bogatin
c/o TurboChef Technologies, Inc.
745 Fifth Avenue
New York, New York 10151.......... 5,937,364/(2)/ 37.39%
Donald J. Gogel
375 Park Avenue, 18th Floor
New York, New York 10152.......... 539,418/(3)/ 3.40%
Marion H. Antonini
79 Ferris Hill Road
New Canaan, Connecticut 06840 ....... 201,000/(4)/ 1.26%
3
<PAGE>
Dennis J. Jameson
4525 Beverly Drive
Dallas, Texas 75205.................. 108,500/(5)/ .69%
Sir Anthony Jolliffe
Arrewig Farming Office
Arrewig Lane
Chartridge, Chesham Bucks HP52UA
England.............................. 100,000/(6)/ .63%
Richard N. Caron
c/o TurboChef Technologies, Inc.
10500 Metric Drive, Ste. 128
Dallas, Texas 75243.................. 69,167/(7)/ .44%
Amit S. Mukherjee
125 Summer Street
Watertown, MA 02472.................. 27,000/(8)/ .17%
All current directors and executive
officers as a group (5 persons)...... 6,846,949/(9)/ 41.85%
(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
sixty (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 sixty (60) days have been
exercised. Percentages herein assume a base of 15,728,423 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 67,500 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) Includes 111,250 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.
(4) Includes 200,000 shares issuable upon the exercise of immediately
exercisable Options granted under the Option Plan.
4
<PAGE>
(5) Includes 100,000 shares issuable upon the exercise of immediately
exercisable Options granted under the Option Plan. Mr. Jameson's tenure as
an employee and as an executive officer of the Company terminated on May
26, 2000. Effective May 1, 2000, Marc Jacobson was retained by the Company
to assume the position of interim Chief Financial Officer. Mr. Jacobson
was employed by Prodigy Communications Corporation from 1995 until 1999,
where he served as General Counsel, acting Chief Financial Officer and
Senior Vice President for Corporate Development and Public Policy. From
September 1999 to March 2000, he served as President, Chief Operating
Officer and a director of Politics.com, Inc., a publicly-traded Internet
company. Mr. Jacobson currently serves on the Board of Directors of the
Direct Marketing Association and as Chairman of the Board of Advisors of
the Internet Alliance, the leading trade association for Internet
companies.
(6) Includes 100,000 shares issuable upon exercise of immediately exercisable
Options granted under the Option Plan.
(7) Includes 66,667 shares issuable upon exercise of immediately exercisable
Options granted under the Option Plan.
(8) Includes 25,000 shares issuable upon exercise of immediately exercisable
Options granted under the Option Plan. Dr. Mukherjee resigned as an
executive officer of the Company and separated from the Company effective
April 7, 2000.
(9) Includes an aggregate of 767,917 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 (10%) 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 (the "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.
Based solely upon review of the copies of such forms furnished to the
Company, or written representations from certain reporting persons, the Company
believes that during the fiscal year ended December 31, 1999, all filing
requirements applicable to its executive officers, directors and ten percent
stockholders were fulfilled on a timely basis.
5
<PAGE>
PROPOSAL 1
PROPOSAL TO ELECT DIRECTORS
General Information
The Company's Board of Directors currently has five (5) Directors. Five
(5) 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
Sir Anthony Jolliffe to serve as a member of the Board of Directors, in fiscal
year 1999, the Company granted Mr. Jolliffe options to acquire 150,000 shares of
Common Stock. All such options were granted under the Company's 1994 Stock
Option Plan.
During the last fiscal year, there have been five (5) meetings of the Board
of Directors of the Company and twenty-six (26) 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.
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 two (2) times during 1999.
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 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 systems of audit
6
<PAGE>
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 1999.
Effective January 31, 2000, the SEC adopted new rules and amendments to
current rules relating to the disclosure of information about companies' audit
committees. In large part, the new rules are based on recommendations made by
the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit
Committees. The new rules require that the proxy statement must contain a report
of the audit committee addressing several issues identified in the rules. In
addition, the SEC recommends that the audit committees adopt written charters.
Any such charter must be included as an attachment to the proxy statement at
least once every three years. The Audit Committee adopted a charter in May 2000,
which is attached hereto as Exhibit A and incorporated by reference.
---------
Both members of the Audit Committee, Directors Gogel (Chairman) and
Jolliffe, are independent directors for the purposes of the NASD's listing
standards. Consistent with the NASD's independent director and audit committee
listing standards, as amended on December 14, 1999, a director will not be
considered "independent" if, among other things, he or she has:
. Been employed by the corporation or its affiliates in the current or past
three years;
. Accepted any compensation from the corporation or its affiliates in excess of
$60,000 during the previous fiscal year (except for board service, retirement
plan benefits, or non-discretionary compensation);
. An immediate family member who is, or has been in the past three years,
employed by the corporation or its affiliates as an executive officer;
. Been a partner, controlling stockholder or an executive officer of any for-
profit business to which the corporation made, or from which it received
payments (other than those which arise solely from investments in the
corporation's securities) that exceed five percent of the organization's
consolidated gross revenues for that year, or $200,000, whichever is more, in
any of the past three years; or
. Been employed as an executive of another entity where any of the company's
executives serve on that entity's compensation committee.
The Audit Committee has reviewed and discussed the audited financial
statements for fiscal year 1999 with management. Specifically, the Audit
Committee discussed with management the matters set forth in SAS 61
(Codification of Statements on Auditing Standards), AU Section 380, which
includes, among other things:
. Methods used to account for significant unusual transactions;
. The effect of significant accounting policies in controversial or emerging
areas for which there is a lack of authoritative guidance or consensus;
7
<PAGE>
. The process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditor's conclusions regarding
the reasonableness of those estimates; and
. Disagreements with management over the application of accounting principles,
the basis for management's accounting estimates, and the disclosures in the
financial statements.
The Audit Committee did not discuss the aforementioned matters with the
Company's independent auditors; however, management did discuss such matters
with Arthur Andersen LLP. The Audit Committee has not received the written
disclosures and the letter from the Company's independent accountants for fiscal
year 1999, Arthur Andersen LLP, required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees. The Audit
Committee discussed with management the issue of Arthur Andersen LLP's
independence from the Company; however, the Audit Committee did not discuss this
matter with Arthur Andersen LLP. Based on its review of the audited financial
statements and the various discussions noted above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
The current 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 1999.
Certain Relationships and Related Transactions. In April 1999 and March
-----------------------------------------------
2000, Mr. Bogatin exercised certain stock options to purchase 200,000 and
600,000 shares, respectively of Common Stock. As payment for the aggregate
exercise price of such options, Mr. Bogatin tendered to the Company promissory
notes in the principal amounts of $500,000 and $1,500,000, respectively. The
principal amount of each promissory note, together with all accrued interest, is
due and payable on April 6, 2004 and March 15, 2005, respectively. In addition,
in April 1999, Mr. Gogel exercised certain stock options to purchase 40,000
shares of Common Stock. As payment for the aggregate exercise price of such
options, Mr. Gogel tendered to the Company a promissory note in the principal
amount of $100,000. The principal amount of the promissory note, together with
all accrued interest, is due and payable on April 6, 2004. Each of the notes
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.
8
<PAGE>
NOMINEES
Set forth below are the names and ages of the nominees, the principal
occupation of each, the year in which each was 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 69, has served as a director of the Company since
April 1998 and served as Chairman of the Company's Board of Directors from April
1998 to March 2000. He also served as interim Chief Executive Officer of the
Company from April 1998 until September 1998. Since March 1998, Mr. Antonini
has also been a principal of Kolberg & Co., a private equity investment firm.
From September 1990 to March 1998, 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 51, a co-founder of the Company, has been a
director of the Company since its inception in 1991, served as Chairman of the
Board until April 1998 and currently serves as Chairman of the Board, effective
March 2000. 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 43, 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,
Vice President from 1994 and Practice Leader for Consumer Goods in North America
from 1997 until he joined the Company. Mr. Caron also serves as a member of the
Advisory Board for Ernest & Julio Gallo Winery, a privately-held company that is
a world leader in wine making, marketing and sales.
Donald J. Gogel, age 51, 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, Inc.
Sir Anthony Jolliffe, age 61, 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.
9
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning total compensation
earned by or paid to the Company's Chief Executive Officer and the three other
most highly compensated executive officers of the Company who served in such
capacities as of December 31, 1999 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 1999 $300,000 $ -0- $-0- $-0- -0-
Chairman of the Board/(1)/ 1998 244,615 -0- -0- -0- 200,000
Richard N. Caron 1999 $298,434 $125,000/(3)/ $-0- $-0- -0-
President and Chief 1998 92,308 30,000/(3)/ -0- -0- 200,000
Executive Officer/(2)/
Philip R. McKee 1998 $131,330 $ -0- $-0- $-0- -0-
President and Chief 1997 121,870/(5)/ -0- -0- -0- 108,000
Executive Officer /(4)/
Dennis J. Jameson 1999 $173,372 $ 25,000 $-0- $-0- -0-
Executive Vice President, 1998 160,000 33,750 -0- -0- 20,000
Chief Financial Officer, 1997 150,000 24,327 -0- -0- 20,000
Secretary and Treasurer/(6)/
Amit S. Mukherjee 1999 $220,000 $15,000/(8)/ $-0- $-0- -0-
Chief Technology and 1998 29,615 15,000/(8)/ -0- -0- 75,000
Strategy Officer/(7)/
</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. Mr.
Antonini's term as Chairman of the Board expired on March 5, 2000.
(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) Upon being employed by the Company, Mr. Caron was entitled to receive a
signing bonus of $60,000, of which $30,000 was paid in each of 1999 and
2000.
(4) 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.
(5) Includes $26,870 paid to Mr. McKee in 1997 for salary earned in 1993, 1994
and 1995.
(6) Mr. Jameson was employed by the Company in December 1995, at which time he
was elected Executive Vice President and Chief Financial Officer and served
as Chief Financial Officer until April 2000. Mr. Jameson's tenure as an
employee and executive officer of the Company terminated effective May 26,
2000. Effective May 1, 2000, Marc Jacobson was retained by the Company to
assume the position of interim Chief Financial Officer.
10
<PAGE>
(7) Dr. Mukherjee was employed by the Company in November 1998, at which
time he was elected Chief Technology and Strategy Officer. Dr.
Mukherjee resigned as an executive officer of the Company and
separated from the Company effective April 7, 2000.
(8) Upon being employed by the Company, Dr. Mukherjee was entitled to
receive a signing bonus of $30,000, of which $15,000 was paid in each
of 1999 and 2000.
Option Grants for Fiscal 1999
The following table sets forth information with respect to stock option
grants to the named executive officers during fiscal 1999 and the potential
realizable value of such option grants.
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/(3)/ -0- -0-% $-0- N/A $-0- $-0-
Richard N. Caron -0- -0-% $-0- N/A $-0- $-0-
Dennis J. Jameson/(4)/ -0- -0-% $-0- N/A $-0- $-0-
Amit S. Mukherjee/(5)/ -0- -0-% $-0- N/A $-0- $-0-
</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 1999 to
each of the 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 5% and 10% appreciated
rates are set forth in the SEC rules and no
11
<PAGE>
representation is, of course, made that the Common Stock will appreciate
at these assumed rates or at all.
/(3)/ Mr. Antonini's term as Chairman of the Board expired on March 5, 2000.
/(4)/ Mr. Jameson's tenure as an employee and executive officer of the Company
terminated effective May 26, 2000. Effective May 1, 2000, Marc Jacobson
was retained by the Company to assume the position of interim Chief
Financial Officer.
/(5)/ Dr. Mukherjee resigned as an executive officer of the Company and
separated from the Company effective April 7, 2000.
Option Exercises and Values for Fiscal 1999
The table below sets forth the following information with respect to
option exercises during fiscal 1999 by each of the named executive officers and
the status of their options at December 31, 1999:
. the number of shares of Common Stock acquired upon exercise of
options during fiscal 1999;
. 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, 1999; and
. the aggregate dollar value of in-the-money exercisable options at
December 31, 1999.
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 /(2)/ -0- -0- 133,334 66,666 $ 75,000 $ 37,500
Richard N. Caron -0- -0- 66,667 133,333 $212,501 $424,999
Dennis J. Jameson /(3)/ -0- -0- 135,000 25,000 $ 4,688 $ 14,063
Amit S. Mukherjee /(4)/ -0- -0- 25,000 50,000 $ -0- $ -0-
</TABLE>
12
<PAGE>
/(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, 1999 ($7.9375), less the exercise
price, times the number of in-the-money options outstanding.
/(2)/ Mr. Antonini's term as Chairman of the Board expired on March 5, 2000.
/(3)/ Mr. Jameson's tenure as an employee and executive officer of the Company
terminated effective May 26, 2000. Effective May 1, 2000, Marc Jacobson
assumed the position of interim Chief Financial Officer.
/(4)/ Dr. Mukherjee resigned as an executive officer of the Company and
separated from the Company effective April 7, 2000.
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 was entitled to receive an
annual base salary of $300,000 and has been granted options to acquire 200,000
shares of Common Stock at a price of $7.375 per share which vest as follows: (i)
options to acquire 66,667 shares vested as of August 1998, when the Company
executed an employment agreement with Richard N. Caron as Chief Executive
Officer, (ii) options to acquire 66,667 vested on March 5, 1999, and (iii)
options to acquire 66,666 shares of Common Stock vested on March 5, 2000. Mr.
Antonini's employment agreement with the Company terminated 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 is entitled to receive 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. Pursuant to his employment agreement, Mr. Caron has been 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. In the event that the
Company terminates Mr. Caron's employment for any reason, Mr. Caron is entitled
to twelve months severance pay equal to his salary in effect at the termination
date.
On June 1, 1999, the Company entered into an employment agreement with
Dennis J. Jameson, providing for his employment as Chief Financial Officer.
Pursuant to such employment agreement, Mr. Jameson is entitled to receive an
annual base salary of $175,000, plus an annual bonus of up to 50% of his base
salary, as determined by the Board of Directors in a manner consistent with
other management personnel of the Company. Effective May 1, 2000. Marc Jacobson
was retained by the Company to assume the position of interim Chief Financial
Officer. On May 19, 2000, Mr. Jameson and the Company entered into an amendment
to the employment agreement which provided that Mr. Jameson's tenure as an
employee and executive officer of the Company ended effective May 26, 2000.
Pursuant to the amendment, Mr. Jameson is entitled to (i) severance pay equal to
Mr. Jameson's salary in effect at the termination date, to be paid until
December 31, 2000; (ii) issuance of a non-qualified option to purchase
13
<PAGE>
100,000 shares of the Company's common stock at an exercise price equal to $5.00
per share in accordance with the Company's 1994 Stock Option Plan, as amended,
exercisable by Mr. Jameson on or before December 31, 2001; and (iii) maintenance
of his group health benefits in effect at the time of termination for a period
of twelve months. The amendment also imposes certain limitations on Mr.
Jameson's ability to sell shares of stock issued upon exercise of such non-
qualified option. Prior to the amendment, the employment agreement provided that
Mr. Jameson was entitled to twelve months' severance pay, as well as to exercise
any vested options during such twelve month severance period.
TOTAL RETURNS TO STOCKHOLDERS
Stock Performance Graph
-----------------------
The following line graph compares the cumulative total stockholder returns
(stock price growth plus dividends) of the Common Stock from December 31, 1994
through December 31, 1999, with the total stockholder returns for the same
period of the Nasdaq Market Index and a peer group index. The graph assumes
that the value of the investment in the Common Stock and each index was $100 on
December 31, 1994 and that all dividends were reinvested.
The peer group represented in the graph includes the following companies:
AquaCare Systems, Inc., Engineered Support Systems, Middleby Corp., Minuteman
International, Inc., Tennant Co. and TurboChef Technologies, Inc.
<TABLE>
<CAPTION> \
----------------------------FISCAL YEAR ENDING-----------------------------
COMPANY/INDEX/MARKET 12/30/1994 12/29/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999
<S> <C> <C> <C> <C> <C> <C>
Turbochef Tech 100.00 821.43 1264.29 414.29 521.43 453.57
Svc Industry Machinery, NEC 100.00 141.64 214.11 236.43 220.74 193.77
NASDAQ Market Index 100.00 129.71 161.18 196.16 278.08 490.46
</TABLE>
14
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
TurboChef Technologies, Inc., NASDAQ Market and Peer Group
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Company/Index 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TurboChef Technologies, Inc. 100.00 821.43 1,264.29 414.29 521.43 453.57
-----------------------------------------------------------------------------------------------------------
Peer Group Index 100.00 141.54 214.11 236.43 220.74 193.77
-----------------------------------------------------------------------------------------------------------
Nasdaq Market Index 100.00 129.71 161.18 197.16 278.08 490.46
-----------------------------------------------------------------------------------------------------------
</TABLE>
PROPOSAL 2
PROPOSAL TO INCREASE SHARES AVAILABLE
UNDER 1994 STOCK OPTION PLAN
The Board of Directors unanimously proposes that the Stockholders approve
an amendment to the Company's 1994 Stock Option Plan, as amended, (the "Option
Plan"), increasing by 1,000,000 the number of shares of the Common Stock
reserved for issuance under such plan. Under the Option Plan as adopted by the
Company's Stockholders in 1994, as last amended by the Stockholders in 1998,
3,650,000 shares of Common Stock were reserved for issuance in connection with
the grant of restricted stock under such plan. In connection with converting
certain debts owed by the Company to Jeffrey B. Bogatin into equity, the Company
granted Mr. Bogatin options under the Option Plan to acquire an aggregate of
1,000,000 shares of Common Stock. Currently, as a result of these transactions
and other grants to qualified individuals, as of June 2, 2000, only 22,584
shares remained available for issuance under the Option Plan. The Board of
Directors believes that the proposed increase in the number of shares available
for issuance under the Option Plan is necessary in order to continue the
effectiveness of the Option Plan in attracting, motivating, and retaining
outside directors, officers and key employees with appropriate experience and
ability, and to increase the grantees' alignment of interest with the Company's
Stockholders.
Summary of Existing Terms of Option Plan
The following summary of the principal features of the Option Plan is
subject to the specific provisions contained in the official text of the Option
Plan.
In January 1994, in order to attract, retain and motivate employees
(including officers), directors, consultants and other persons who perform
substantial services for or on behalf of the Company, the Company adopted the
Option Plan, which was subsequently amended in March 1994, June 1995, February
1997, June 1997, June 1998 and October 1998, pursuant to which stock options
covering an aggregate of 3,650,000 shares of the Company's Common Stock may be
granted to such persons. Under the Option Plan, "incentive stock options"
("Incentive Options") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), may be granted to employees (including
officers), and non-incentive stock options ( "Non-incentive Options") may be
granted to any such employee and to other persons (including directors) who
perform substantial services for or on behalf of the Company. Incentive Options
and Non-incentive Options are collectively referred to herein as "Options".
15
<PAGE>
The Option Plan is administered by the Board of Directors, which is vested
with complete authority to administer and interpret the Option Plan, determine
the terms upon which Options may be granted, prescribe, amend and rescind such
interpretations and determinations and grant Options. The Board of Directors
also has the power to terminate or amend the Option Plan from time to time in
such respects as it deems advisable, except that no termination or amendment
shall materially adversely affect any outstanding Option without the consent of
the grantee, and the approval of the Company's Stockholders is required in
respect of any amendment which would (i) change the total number of shares
subject to the Option Plan or (ii) change the designation or class of employees
or other persons eligible to receive Incentive Options or Non-incentive Options.
The price at which shares covered by an Option may be purchased is
determined on the date of the Option grant by the Board of Directors but may be
no less than the par value of such shares and, in the case of Incentive Options,
no less than the fair market value of such shares on the date of grant (the
"Fair Market Value"). The Fair Market Value is generally equal to the last sale
price quoted for shares of Common Stock on the Nasdaq National Market ("NASDAQ")
on the date of grant. The purchase price of shares issuable upon exercise of an
Option may be paid in cash or by delivery of shares with a value equal to the
exercise price of the Option. The Company may also loan the purchase price to
the optionee, or guarantee third-party loans to the optionee, on terms and
conditions acceptable to the Board of Directors. The number of shares covered by
an Option is subject to adjustment for stock splits, mergers, consolidations,
combinations of shares, reorganizations and recapitalizations. Options are
generally non-transferable except by will or by the laws of descent and
distribution, and in the case of employees, with certain exceptions, may be
exercised only so long as the optionee continues to be employed by the Company.
If the employee dies or becomes disabled, the right to exercise the Option, to
the extent then vested, continues for specified periods. Non-incentive Options
may be exercised within a period not exceeding ten years from the date of grant.
The terms of Incentive Options are subject to additional restrictions provided
by the Option Plan.
As of June 2, 2000, Options to purchase 2,194,700 shares of Common Stock
were outstanding, and Options to purchase an additional 22,584 shares were
available for future grant. In addition to the foregoing, Options to purchase an
aggregate of 1,432,716 shares of Common Stock have been exercised, including
Options to purchase an aggregate of 1,000,000 shares of Common Stock at $2.50
per share, granted in connection with certain debts owed by the Company to Mr.
Bogatin, which were exercised by Mr. Bogatin in June 1995, December 1995, April
1999 and March 2000.
16
<PAGE>
Awards of Options under the Option Plan in fiscal year 1999 to the four
most highly compensated executive officers are set forth on the Summary
Compensation Table on page 9. Awards were made to the following groups during
fiscal year 1999 under the Option Plan:
No. of Options
--------------
All current executive officers, as a group -0-
All current directors who are not executive officers, as a group 150,000
All employees who are not executive officers, as a group 272,500
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ADOPTION
OF THIS AMENDMENT OF THE 1994 STOCK OPTION PLAN.
INDEPENDENT ACCOUNTANTS
Effective June 5, 2000, the Company's independent public accountant for
fiscal year 1999, Arthur Andersen LLP, was disengaged. The Company's Board of
Directors and Audit Committee is currently in the process of interviewing
independent public accountants to serve as auditor for the Company for fiscal
year 2000. The Board of Directors will base its decision with respect to the
independent public accountants to be appointed for fiscal year 2000 upon the
recommendation of the Board's Audit Committee.
During the 1998 and 1999 fiscal years and the period of January 1, 2000
through June 5, 2000, there were no disagreements with Arthur Andersen 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. Arthur Andersen 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.
Effective December 21, 1998, the Company appointed Arthur Andersen LLP as
the Company's independent public accountants for fiscal 1998 to replace KPMG
Peat Marwick 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 Peat Marwick
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. KPMG Peat Marwick
LLP's report on the Company's financial statements for the fiscal years
17
<PAGE>
1996 and 1997 contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
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
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 DAVID A. BOLTON, CORPORATE SECRETARY BY TELEPHONE AT
(214) 341-9471, OR WRITE TO TURBOCHEF TECHNOLOGIES, INC., 10500 METRIC DRIVE,
SUITE 128, DALLAS, TEXAS 75243, ATTN: DAVID A. BOLTON, CORPORATE SECRETARY.
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.
18
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
A Stockholder interested in presenting a proposal for consideration at the
Company's Annual Meeting of Stockholders in 2001 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 February 13, 2001.
By Order Of The Board of Directors
David A. Bolton
Corporate Secretary
June 13, 2000
Dallas, Texas
19
<PAGE>
EXHIBIT A
AUDIT COMMITTEE CHARTER
<PAGE>
FUNCTION, DUTIES AND RESPONSIBILITIES
OF THE AUDIT COMMITTEE FOR
TURBOCHEF TECHNOLOGIES, INC.
Function
--------
The Audit Committee (the "Committee") is charged with the responsibility
for satisfying itself that (1) the Company's systems of internal controls are
reasonably adequate and operating effectively; (2) the Company's systems,
procedures and policies provide reasonable assurance that financial information
is fairly presented; and (3) that the overall annual audit coverage of the
Company and its affiliates is satisfactory, and is designed to provide
reasonable assurance that its financial statements fairly reflect its financial
condition and the results of its operations. In addition, the Committee has the
responsibility of satisfying itself that appropriate standards of business
conduct are established and observed. The committee pursues these
responsibilities by performing the specific duties and carrying out the
responsibilities listed below.
Duties and Responsibilities
---------------------------
With respect to the independent auditors:
1. Recommend the annual engagement (or discharge) of the independent
auditors to the Board of Directors (the "Board").
2. Review the scope of the audit plan, prior to its execution, to satisfy
itself of its adequacy and coverage of items of concern to the Committee
and ascertain that it efficiently meshes with the annual audit plan of the
internal auditors.
3. Review the fee proposed for the annual audit.
4. Approve the engagement of the independent auditors to provide any
non-audit professional services.
5. Satisfy itself of the independence of the independent auditors.
6. Review the recommendations in the independent auditors' annual
management letter and management's response thereto.
7. Satisfy itself that the independent auditors recognize and accept
their responsibility to the Committee.
With respect to the internal auditors, ascertain the appropriate time as to
when the company should implement an internal audit function and when such a
function is put into place:
1. Review the execution of the prior year's audit plan including the
departures from that plan.
2. Approve the audit plan for the coming year.
3. Review formal internal audit reports and the related management
responses.
4. Monitor progress of the audit plan through evaluation of a Quarterly
Activity Report.
5. Monitor the expenses of principal officers through review of the
related annual internal audit report.
May 26, 2000
<PAGE>
With respect to financial information:
1. Review the adequacy of the Company's systems of internal controls,
including accounting systems, procedures and policies.
2. Review the annual report to shareholders prior to issuance.
3. Review other financial reports after issuance.
4. Review pending legal matters, if any, which may have a material
financial impact.
In addition to the aforementioned duties, the Committee shall also:
1. Review with appropriate officers of the Company, and with such
others as may be deemed appropriate, the Company's standards of business
conduct and the efficacy of the procedures for communicating those
standards to all concerned and of enforcing them.
2. Review results of any questionnaires submitted in response to the
Company's policy on business conduct.
3. Conduct special investigations on behalf of the Board, together
with legal counsel when appropriate, on such matters as the Company's
compliance with particular laws and regulations, the integrity of its
management, the accuracy of its financial statements, and the adequacy
of its internal controls.
4. Discuss with senior financial management the Company's accounting
and auditing policies, principles and practices.
5. Discuss with the Chief Executive Officer the adequacy and the
effectiveness of the Company's financial, accounting and internal audit
departments' organization and staffing (if applicable).
In the discharge of its duties and responsibilites, the Committee may
confer with employees of the Company, independent auditors, outside counsel or
other sources that it may deem appropriate. The Committee may confer with any
such persons with or without representatives of the management present.
Membership
----------
The Committee shall be composed of not less than three directors who are
independent of management and free from any relationship that, in the opinion of
the Board, would interfere with the exercise of independent judgement as a
Committee member. The Chairman of the Committee shall be one of such directors.
The Committee and its Chairman shall be appointed annually by the Board.
Meetings
--------
The full Committee shall meet at least twice annually and at other times,
as deemed necessary by the Chairman of the Committee. In addition, any two
members of the Committee may meet with the Chairman of the Board and the Chief
Executive Officer, as deemed necessary by the Chairman of the Committee.
May 26, 2000
<PAGE>
PROXY
-----
This Proxy is Solicited on behalf of the Board of Directors.
TurboChef Technologies, Inc.
The undersigned hereby appoints, Marion H. Antonini, Jeffrey B. Bogatin and
Richard N. Caron (the "Proxies"), 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 July 12, 2000 and at any adjournments thereof,
as follows:
Please mark your
[X] votes as in this
example.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder or stockholders. 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>
<S> <C> <C> <C> <C> <C> <C>
Proposal 1. Election For Withhold For All Nominees: 01 Marion H. Antonini.
Of Directors All All Except 02 Jeffrey B. Bogatin
03 Richard N. Caron
[_] [_] [_] 04 Donald J. Gogel
05 Sir Anthony Jolliffe
</TABLE>
(INSTRUCTIONS: To withhold authority to
vote for any individual nominee, mark "For
All Except" and write such nominee's name
in the space provided below.)
____________________________________
-1-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Proposal 2. To amend the Company's 1994 Stock Option For Against Abstain
Plan, as amended. [_] [_] [_]
Proposal 3. 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, BOTH OWNERS MUST SIGN. WHEN SIGNING AS AN EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN OR OTHER SIGNING IN A REPRESENTATIVE
CAPACITY, PLEASE STATE YOUR FULL TITLE AS SUCH.
VOTE BY TELEPHONE
QUICK * * * EASY * * * IMMEDIATE
YOUR VOTE IS IMPORTANT! - YOU CAN VOTE IN ONE OF TWO WAYS:
1. TO VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch tone telephone
24 hours a day-7 days a week. There is NO CHARGE to you for this call. Have your
Proxy Card in hand. You will be asked to enter a Control Number, which is
located in the box in the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
When asked, please confirm by Pressing 1.
OPTION 2: If you choose to vote on each Proposal separately, press 0.
You will hear these instructions:
Proposal 1 - To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9; To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and
listen to the instructions.
Proposal 2 - To vote FOR, press 1; AGAINST, press 9; ABSTAIN,
press 0.
When asked, please confirm by Pressing 1.
The instructions are the same for all remaining proposals.
OR
--
2. VOTE BY PROXY: Mark, sign and date your Proxy Card and return promptly in
the enclosed envelope.
NOTE: If you vote by telephone, THERE IS NO NEED TO MAIL BACK your Proxy Card.
The deadline for telephone voting is 4:00 p.m. (Eastern Daylight Savings Time)
on Tuesday, July 11, 2000.
THANK YOU FOR VOTING.
-2-
