SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 002-23478
NOTIFICATION OF LATE FILING
(Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q
o Form 10-D o Form N-SA o Form N-CSR
For Period Ended: March 31, 2007
o | Transition Report on Form 10-K | o | Transition Report on Form 10-Q |
o | Transition Report on Form 20-F | o | Transition Report on Form N-SAR |
o | Transition Report on Form 11-K |
For the Transition Period Ended:___________________________________________________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant TURBOCHEF TECHNOLOGIES, INC.
Former name if applicable N/A 160;
Address of principal executive office (Street and number) SIX CONCOURSE PARKWAY, SUITE 1900
City, state and zip code ATLANTA, GEORGIA 30328
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate.)
o | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
(b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
As previously disclosed, TurboChef Technologies Inc.’s (the “Company”) management, under the oversight of the Audit Committee of the Board of Directors, and with assistance of outside counsel and forensic accounting experts is conducting a comprehensive review of the Company’s historical stock option grant practices. The Company is working diligently to complete the review of option grants and practices in a timely manner. At this time, the Company and its outside counsel and forensic accounting experts have not completed the review and have not reached conclusions about the historic grants or the effects, if any, on the Company’s financial statements. Because of the ongoing review, the Company was not in a position to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and it does not anticipate that it will be able to file the report within five calendar days of its due date according to Rule 12b-25.
The Company plans to become current in its periodic reports required under the Securities Exchange Act of 1934, as amended, as soon as practicable following the completion of the Company’s review.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Dennis J. Stockwell | (678) | 987-1700 |
(Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify reports.
o Yes x No
The Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2006.
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?*
o Yes o No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
* Because the review of its stock option grants and practices discussed in Part III above has not yet been completed, the Company has not checked either box in Part IV subsection 3.
TURBOCHEF TECHNOLOGIES, INC. |
(Name of Registrant as Specified in Charter) |
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date May 14, 2007 | By /s/ James A. Cochran |
James A. Cochran | |
Senior Vice President and Chief Financial Officer |