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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 1998
THERMA-WAVE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 333-29871 94-3000561
[State or other jurisdiction of [Commission File [I.R.S. Employer
incorporation or organization] Number] Identification Number]
1250 Reliance Way, Fremont, California 94539
[Address of principal executive offices] [Zip Code]
(510) 490-3663
[Registrant's telephone number, including area code]
Not applicable
[Former name of former address, if changed since last report]
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Item 4. Change in Registrant's Certifying Accountant
Effective July 16, 1998, the Company's management dismissed Ernst & Young LLP
as the Company's independent accountants. Concurrent with such dismissal, the
Company engaged PricewaterhouseCoopers LLP as the Company's independent
accountants. The decision to dismiss Ernst & Young LLP as the Company's
independent accountants was approved by the Board of Directors.
The reports of Ernst & Young LLP on the Company's consolidated financial
statements for each of the two fiscal years in the period ended March 31, 1998
did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company's consolidated financial
statements for each of the two fiscal years ended March 31, 1998, there were no
disagreements between the Registrant and Ernst & Young LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Ernst & Young
LLP, would have caused them to make reference to the matter in their reports.
There were no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)) during the two fiscal years ended March 31, 1998.
The Company has requested that Ernst & Young LLP furnish a letter addressed to
the Securities and Exchange Commission stating whether Ernst & Young LLP agrees
with the above statements. A copy of that letter is attached as Exhibit 16.1 to
this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Number Exhibit
16.1 Letter of Ernst & Young LLP regarding change in certifying
accountant.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on July 21, 1998.
THERMA-WAVE, INC.
(Registrant)
/s/ CHARLOTTE HOLLAND
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CHARLOTTE HOLLAND
Vice President of Finance
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Exhibit 16.1
Ernst & Young LLP 55 Almaden Boulevard Phone: 408 947 5500
San Jose, CA 95113 Fax: 408 294 2744
Telex: 701974
July 21, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 21, 1998 of Therma-Wave, Inc. and
are in agreement with the statement contained in the first sentence of the
first paragraph and the statements in the second, third and fourth paragraphs
therein. We have no basis to agree or disagree with other statements of the
Registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
Ernst & Young LLP
