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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
THERMA-WAVE, INC.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
Delaware 94-3000561
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1250 Reliance Way, Fremont, California 94539
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(Address of Principal Executive Offices of the Registrant) (Zip Code)
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If this form relates to the registration of a class of If this form relates to the registration of a class
securities pursuant to Section 12(b) of the Exchange of securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), please check the following box. [_] A.(d), please check the following box. [X]
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Securities Act registration statement file number to which this form relates: 333-76019
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(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
Page 1 of 3 Pages
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Common Stock, par value $.01 per share (the
"Common Stock"), of Therma-Wave, Inc. (the "Company") as included
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under the caption "Description of Capital Stock" in the Prospectus
forming a part of the Registration Statement on Form S-1, as
originally filed with the Securities and Exchange Commission (the
"Commission") on April 9, 1999 (Registration No. 333-76019), including
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exhibits, and as may be subsequently amended from time to time (the
"Registration Statement"), is hereby incorporated by reference. In
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addition, all of the above-referenced descriptions included in any
Prospectus relating to the Registration Statement filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933,
as amended, shall be deemed to be incorporated by reference herein.
Capitalized terms used herein and not otherwise defined having the
meanings assigned to them in the Registration Statement.
Item 2. Exhibits.
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Number Description
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1. Form of Restated Certificate of Incorporation of Company,
incorporated by reference to Exhibit 3.3 of the Registration
Statement.
2. Restated Certificate of Incorporation of the Company, incorporated
by reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-4 (Reg. No. 333-29871) (the "Form S-4").
3. Form of Amended and Restated By-Laws of the Company,
incorporated by reference to Exhibit 3.4 of the Registration
Statement.
4. Amended and Restated By-Laws of the Company, incorporated by
reference to Exhibit 3.2 of the Form S-4.
5. Form of certificate representing the shares of Common Stock,
incorporated by reference to Exhibit 4.6 of the Registration
Statement.
6. Registration Rights Agreement, dated as of May 15, 1997, by and
among the Company and the stockholders named therein,
incorporated by reference to Exhibit 10.16 of the Form S-4.
7. Stockholders Agreement, dated as of May 16, 1997, by and among
the Company and certain stockholders named therein, incorporated
by reference to Exhibit 10.11 of the Form S-4.
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Page 2 of 3 Pages
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: August 2, 1999 THERMA-WAVE, INC.
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(Registrant)
By: /s/ L. Ray Christie
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Name: L. Ray Christie
Title: Chief Financial Officer
Page 3 of 3 Pages
