SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 002-23478
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ [ Form 11-K [X[ Form 10-Q
| | Form N-SAR | | Form N-CSR
For Period Ended: SEPTEMBER 30, 2004
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 10-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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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.
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Former name if applicable N/A
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Address of principal executive office
(STREET AND NUMBER) SIX CONCOURSE PARKWAY, SUITE 1900
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City, state and zip code ATLANTA, GEORGIA 30328
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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.)
| (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
[X] | 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 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, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant determined on November 13, 2004 that its financial
statements included in its Annual Reports on Form 10-K for the years ended
December 31, 2002 and 2003 and its Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 2004 contain errors. The Registrant is
preparing restatements of the financial statements for those periods. The
Registrant's Form 10-Q due on November 15, 2004 will necessarily have to reflect
the carry-forward effect of the restated 2003 financials, which the Registrant
cannot, without unreasonable effort and expense, complete in time for the
Registrant to file its Form 10-Q within the prescribed time period. The
Registrant will endeavor to file the Form 10-Q on or before the fifth calendar
day following the prescribed filing due date. However, there can be no assurance
that the deadline can be met.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DENNIS J. STOCKWELL (678) 987-1700
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(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.
[X] Yes [ ] No
(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?
[X] Yes [ ] 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.
The Company's results of operations for the three and nine months ended
September 30, 2004 will reflect a significant change over the same periods in
2003 in the earnings statements to be included in the Form 10-Q for that period.
The reason for the significant change is that in March 2004 the Company entered
into an agreement pursuant to which it began delivering its Tornado model speed
cook oven in July 2004 to more than 20,000 Subway(R) restaurants. The number of
the Company's oven sales in the second half of 2004 so far exceed those in 2003
that the Company believes a comparison of results to corresponding periods in
2003 are not meaningful. In addition, the financial results for the three and
nine months ended September 30, 2003 are subject to adjustment in the Company's
announced restatement of financials for 2002 and 2003. However, the Company
believes the following are reasonable estimates of the significant change
between the current periods and the corresponding periods last year, giving
effect to the proposed restatement.
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
(Amounts in Thousands, Except Share Data) (Amounts in Thousands, Except Share Data)
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2004 2003 2004 2003
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(AS RESTATED) (AS RESTATED)
Estimated Revenue $ 31,006 $ 507 $ 34,372 $ 2,828
Estimated Costs and
Expenses 24,575 1,121 32,181 6,065
Estimated Operating
income (loss) 6,431 (614) 2,191 (3,237)
Estimated Net income
(loss) 6,419 (578) 2,212 (3,131)
Estimated Net income
(loss) applicable to
common stockholders 6,419 (638) 2,212 (3,310)
PER SHARE DATA:
Basic:
Estimated Net income
(loss) applicable to
common stockholders $ 0.21 $ (0.03) $ 0.08 $ (0.17)
Diluted:
Estimated Net income
(loss) applicable to
common stockholders $ 0.08 $ (0.03) $ 0.03 $ (0.17)
TURBOCHEF TECHNOLOGIES, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date NOVEMBER 15, 2004 By /S/ JAMES A. COCHRAN
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James A. Cochran
Senior Vice President and
Chief Financial Officer