UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q/A
(Amendment No. 1)
 
Form 10-Q

 
(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

___________to___________

Commission File Number 001-32334

TurboChef Technologies, Inc.
(Exact name of Registrant as specified in its Charter)
 
 
DELAWARE
 
48-1100390
 (State or other jurisdiction of incorporation or
 
(I.R.S. employer identification number)
 organization)
   
 
 
Six Concourse Parkway, Suite 1900
 
 
   Atlanta, Georgia
 
  30328
 (Address of principal executive offices) 
 
(Zip code)
 
 
 
 Registrant’s telephone number, including area code:
 
 
(678) 987-1700
 
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]                                No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
 
Accelerated filer þ
Non-accelerated file ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]                  No [X]

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practical date.
 
 
   
Number of Shares Outstanding
   Title of Each Class
 
  at September 1, 2007
Common Stock, $0.01 Par Value
 
29,240,175
 

 

 
TURBOCHEF TECHNOLOGIES, INC.
TABLE OF CONTENTS
 
 
Form 10-Q/A Item
 
Page
     
Part II.  Other Information
   
       
Item 6.
Exhibits
 
3
       
 
Signatures
 
4

 
Explanatory Note
 
We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 to amend Exhibit 10.1 filed therewith.  The amendment is being made to restore certain portions of Exhibit 10.1 that we had original requested to be treated confidentially.  The restoration of the redacted portions is being made at the request of the staff of the Securities and Exchange Commission.  This Amendment No. 1 does not reflect events occurring after the filing of the original Quarterly Report on Form 10-Q and, other than the filing of the revised portions of Exhibit 10.1, does not modify or update the disclosures in the original Quarterly Report on Form 10-Q in any way.
 
2

 
PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS

EXHIBITS
 
10.1*
2007 Incentive-Based Compensation Plan
   
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

_______________
* Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment of the omitted portions under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.
 
3

 
SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized.

  TURBOCHEF TECHNOLOGIES, INC.  
       
 
By:
/s/ J. Miguel Fernandez de Castro  
    J. Miguel Fernandez de Castro  
    Chief Financial Officer   
    (Duly Authorized Officer and  
    Principal Financial Officer)  
 
Dated:  November 10, 2008
 
 
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