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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-29871
PROSPECTUS SUPPLEMENT
(To PROSPECTUS,
dated September 10, 1997)
THERMA-WAVE, INC.
OFFER TO EXCHANGE ITS SERIES B 10-5/8% SENIOR NOTES DUE 2004 FOR ANY AND ALL OF
ITS OUTSTANDING 10-5/8% SENIOR NOTES DUE 2004
Therma-Wave, Inc., a Delaware corporation (the "Company"), hereby
supplements its Prospectus, dated September 10, 1997 (the "Prospectus"),
relating to its offer (the "Exchange Offer") to exchange $1,000 principal amount
of its Series B 10-5/8% Senior Notes due 2004 (the "New Notes"), registered
under the Securities Act of 1933, as amended (the "Securities Act"), for each
$1,000 principal amount of its outstanding 10-5/8% Senior Notes due 2004, of
which $115,000,000 principal amount is outstanding, as follows:
On October 2, 1997, the Company filed with the Securities and Exchange
Commission under the Securities Act a registration statement on Form S-1
(Registration Statement No. 333-37075) (the "Registration Statement") relating
to a proposed initial public offering (the "Offering") of up to $36.8 million of
its Common Stock (including shares issuable upon the exercise of an over-
allotment option granted to the underwriters participating in the Offering) in a
firm commitment underwritten offering led by BT Alex. Brown Incorporated, Lehman
Brothers Inc. and Montgomery Securities. The Company intends to use the net
proceeds from the Offering to redeem $26 million aggregate principal amount of
the New Notes and to pay the redemption premium and accrued and unpaid interest
thereon. The New Notes will be redeemed at a price equal to 110.625% of the
principal amount thereof, plus accrued and unpaid interest thereon to the date
of redemption.
The Company anticipates that the Offering will be completed by the end of
November 1997. Numerous factors, many of which are beyond the control of the
Company, may cause the Offering not to be completed or, if completed, to be on
terms different that as described herein. Such factors include, among other
things, market conditions in the semiconductor capital equipment industry and
the general status of the securities market (particularly, the technology sector
thereof). As a result, no assurance can be given that the Offering will be
completed, or, if completed, will be on the terms set forth herein.
This Prospectus Supplement does not constitute an offer to sell or a
solicitation of any offer to buy any of the shares of Common Stock included in
the Registration Statement. In addition, this Prospectus Supplement does not
alter or otherwise change any of the terms or conditions of the Exchange Offer
as set forth in the Prospectus.
The date of this Prospectus Supplement is October 3, 1997.
