<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Thermatrix, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[THERMATRIX LOGO OR LETTERHEAD]
May 5, 1997
Dear Stockholder:
Enclosed are the proxy materials for the 1997 Annual Meeting of
Stockholders, our first as a public company. I hope you will be able to join
us on June 2, 1997, and take the opportunity to meet members of the dedicated
team who have contributed to the success of the Company.
In the meantime, I would urge you to carefully review all of the proposals
in the proxy statement and I solicit your support of the Board's
recommendations on these proposals.
Sincerely,
John T. Schofield
Chairman, President and Chief
Executive Officer
<PAGE>
THERMATRIX INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Thermatrix
Inc., a Delaware corporation ("the Company") will be held on Monday, June 2,
1997 at 10:30 a.m. (Pacific time), at 101 Metro Drive, Suite 266, San Jose,
California, for the following purposes:
1. To elect three (3) Class 1 directors to serve for the ensuing year or
until their successors are elected and qualified (Proposal 1);
2. To approve an amendment to the Company's Restated Certificate of
Incorporation to decrease the number of authorized shares of Common
Stock from 50,000,000 to 25,000,000 shares (Proposal 2);
3. To ratify the appointment of Arthur Andersen LLP as independent public
accountants of the Company for the fiscal year ending December 31, 1997
(Proposal 3); and
4. To transact such other business as may properly be brought before the
meeting and any adjournment(s) thereof.
Stockholders of record at the close of business on April 14, 1997 shall be
entitled to notice of and to vote at the Annual Meeting.
All stockholders are cordially invited to attend the meeting. However, to
assure your representation at the meeting, you are urged to mark, sign, date
and return the enclosed proxy card as promptly as possible in the postage-
prepaid envelope enclosed for that purpose. Any stockholder attending the
meeting may vote in person even if he or she has returned a proxy.
Sincerely,
John T. Schofield
Chairman, President and Chief
Executive Officer
San Jose, California
May 5, 1997
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND
RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE>
THERMATRIX INC.
101 METRO DRIVE, SUITE 248
SAN JOSE, CALIFORNIA 95110
----------------
PROXY STATEMENT
----------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
Thermatrix Inc. (the "Company") for use at the Annual Meeting of Stockholders
to be held at 101 Metro Drive, Suite 266, San Jose, California on Monday, June
2, 1997 at 10:30 a.m. (Pacific time), and at any adjournment(s) thereof, for
the purposes set forth herein and in the accompanying Notice of Annual Meeting
of Stockholders. The Company's principal office is located at 101 Metro Drive,
Suite 248, San Jose, California 95110 and its telephone number is (408) 453-
0490. These proxy solicitation materials were mailed on or about May 5, 1997
to all stockholders entitled to vote at the meeting.
RECORD DATE AND SHARE OWNERSHIP
Stockholders of record at the close of business on April 14, 1997 (the
"Record Date") are entitled to notice of and to vote at the meeting and at any
adjournment(s) thereof. At the Record Date, 7,490,114 shares of the Company's
Common Stock, $.001 par value were issued and outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (Attention:
Barbara Krimsky) a written notice of revocation or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each share of Common Stock has one vote on all matters. The cost of this
solicitation will be borne by the Company. Proxies may also be solicited by
certain of the Company's directors, officers and regular employees, without
additional compensation, personally or by telephone or telegram.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The Company's Bylaws provide that stockholders holding a majority of the
outstanding shares of the corporation entitled to vote on the Record Date and
represented in person or by proxy shall constitute a quorum at meetings of
stockholders. Shares that are voted "FOR," "AGAINST" or "WITHHELD" on a matter
are treated as being present at the meeting for purposes of establishing a
quorum and are also treated as "entitled to vote on the subject matter" (the
"Votes Cast") at the Annual Meeting with respect to such matter.
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining the presence or absence of a
quorum for the transaction of business and the total number of Votes Cast with
respect to a particular matter (other than the election of directors). In the
absence of controlling precedent to the contrary, the Company intends to treat
abstentions in this manner. Accordingly, with the exception of the proposal
for the election of directors, abstentions will have the same effect as a vote
against the proposal. Because directors are elected by a plurality vote,
abstentions in the election of directors have no impact once a quorum exists.
1
<PAGE>
In a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware Supreme
Court held that while broker non-votes may be counted for purposes of
determining the presence or absence of a quorum for the transaction of
business, broker non-votes should not be counted for purposes of determining
the number of Votes Cast with respect to the particular proposal on which the
broker has expressly not voted. Broker non-votes with respect to proposals set
forth in this Proxy Statement will therefore not be considered "Votes Cast"
and, accordingly, will not affect the determination as to whether the
requisite majority of Votes Cast has been obtained with respect to a
particular matter.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company that are intended to be presented
at the 1998 Annual Meeting of Stockholders must be received by the Company no
later than January 1, 1998 and must otherwise be in compliance with applicable
laws and regulations in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Such officers, directors and ten-percent stockholders are also
required by SEC rules to furnish the Company with copies of all forms that
they file pursuant to Section 16(a). Based solely on its review of the copies
of such forms received by it, or written representations from certain
reporting persons that no filings were required for such persons, the Company
believes that all Section 16(a) filing requirements applicable to its
officers, directors and ten-percent stockholders, there was compliance with,
except that reports to reflect a purchase of Thermatrix Common Stock by Mr.
Toups, and a purchase of Thermatrix Common Stock by Ms. Krimsky, were
inadvertently filed late.
STOCKHOLDER INFORMATION
A copy of the Company's Annual Report on Form 10-K, including financial
statements and schedules is enclosed with these proxy solicitation materials.
IN COMPLIANCE WITH RULE 14A-3 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF
1934, THE COMPANY HEREBY UNDERTAKES TO PROVIDE, WITHOUT CHARGE TO EACH PERSON
UPON WRITTEN REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES THERETO. REQUESTS
FOR SUCH COPIES SHOULD BE DIRECTED TO THERMATRIX INC., 101 METRO DRIVE, SUITE
248, SAN JOSE, CALIFORNIA 95110, ATTENTION: INVESTOR RELATIONS.
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<PAGE>
PROPOSAL ONE
ELECTION OF CLASS 1 DIRECTORS
NOMINEES
The Company has a classified Board of Directors consisting of three Class 1
directors (John T. Schofield, Rebecca P. Mark and Robi Blumenstein), two Class
II directors (Harry J. Healer and John M. Toups) and two Class III directors
(Robert W. Page and Frank R. Pope), who will serve until the annual meetings
of stockholders to be held in 1997, 1998 and 1999, respectively, or until
their respective successors are duly elected and qualified. At each annual
meeting of stockholders, directors are elected for a full term of three years
to succeed those directors whose terms expire at the annual meeting.
The terms of the three directors in Class I will expire on the date of the
upcoming annual meeting. Three persons are to be elected to Class I at the
meeting. The nominees for election by the stockholders to these three
positions are John T. Schofield, Rebecca P. Mark and Robi Blumenstein, all
current members of the Board of Directors in Class I. If elected, the nominees
will serve as directors until the Company's annual meeting of stockholders in
2000, or until their successors are elected and qualified. If any of the
nominees declines to serve or becomes unavailable for any reason, or if a
vacancy occurs before the election, the Proxies may be voted for such
substitute nominees as management may designate. The proxy holders have also
been advised that in the event any of the nominees shall not be available for
election, a circumstance that is not currently expected, they may vote for the
election of substitute nominees in accordance with their judgment.
There are no arrangements or understandings between any director or
executive officer and any other person pursuant to which he or she is or was
to be selected as a director or officer of the Company.
The names of the nominees and other information about members of the Board
of Directors, are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
- --------------- --- -------------------- --------
<S> <C> <C> <C>
John T. Schofield....... 59 President, Chief Executive Officer and Chairman 1992
of the Board of Directors of the Company
Robi Blumenstein(1)..... 40 Managing Director, CIBC Wood Gundy Capital 1994
Rebecca P. Mark......... 42 Chief Executive Officer and Chairman of the Board 1996
of Directors of Enron Development Corp.
</TABLE>
- --------
(1) Member of the Compensation Committee
John T. Schofield. Mr. Schofield has been President and Chief Executive
Officer of the Company since April 1992, and Chairman of the Board since
December 1993. From March 1995 to April 1996, Mr. Schofield served as the
Company's Chief Financial Officer. From April 1981 to September 1991, Mr.
Schofield served in various executive positions at International Technology
Corporation, an environmental management company, where he directed technical
services, business activities, strategic planning and development. Mr.
Schofield holds a B.Sc. Honours in Chemistry from the University of
Manchester, England.
Robi Blumenstein. Mr. Blumenstein has been a Director of the Company since
November 1994. Mr. Blumenstein has been with CIBC Wood Gundy Capital, the
merchant banking division of the Canadian Imperial Bank of Commerce, since
January 1994, most recently as a Managing Director. From May 1992 to December
1993, Mr. Blumenstein was a principal of Hadley & Baxendale, Limited, an
investment and advisory firm. Mr. Blumenstein holds a B.A. and an LL.B. from
the University of Toronto and an M.B.A from Harvard Business School.
3
<PAGE>
Harry J. Healer. Mr. Healer has been a Director of the Company since
September 1989. Mr. Healer has been a general partner of the Venture Capital
Fund of New England, a venture capital investment firm, since its inception in
January 1981. Mr. Healer holds a B.S. in Business Administration from Babson
College.
Rebecca P. Mark. Ms. Mark has been a Director of the Company since March
1996. Since January 1992, Ms. Mark has been with Enron Development Corp., the
international project development arm of Enron Corp., most recently as
Chairman and Chief Executive Officer. From July 1991 to July 1993 Ms. Mark was
Vice Chairman and Chief Development Officer of Enron Power Corp. Ms. Mark is
also a member of the Bretton Woods Committee. Ms. Mark holds a B.A. in
Psychology and an M.S. in International Management from Baylor University and
an M.B.A from Harvard Business School.
Robert W. Page. Mr. Page has been a Director of the Company since March
1994. Mr. Page is the former Executive Vice President of McDermott
International, Inc., an energy services company, a position he held from
February 1991 until his retirement in February 1994. From 1981 to 1987, Mr.
Page was the Chairman and Chief Executive Officer of Kellogg Rust, Inc., an
engineering and construction firm, and was Assistant Secretary of the U.S.
Army (Civil Works) from 1987 until 1990. Mr. Page holds a B.S. in Civil
Engineering from Texas A&M University.
Frank R. Pope. Mr. Pope has been a Director of the Company since 1994. Mr.
Pope is Managing Director of Verdigris Capital, an environmental investment
banking firm. Prior to October 1996, Mr. Pope was a General Partner of
Technology Funding, a venture capital investment firm. He was also the
Executive Vice President, Chief Financial Officer and a director of Technology
Funding, Inc. Mr. Pope is a director of Medstone International, Inc. and a
director and officer of Advanced BioCatalytics Corp. Mr. Pope holds a B.A. in
History from Stanford University, an M.B.A. from the University of Santa Clara
Graduate School of Business and a J.D. from the University of Santa Clara
School of Law.
John M. Toups. Mr. Toups has been a Director of the Company since November
1994. From January 1978 until his retirement in February 1987, Mr. Toups was
the Chief Executive Officer of Planning Research Corporation (PRC). Mr. Toups
is also a director of CACI International Inc., NVR, Inc., Halifax Corporation
and Telepad Corporation. Mr. Toups holds a B.S. in Civil Engineering from the
University of California at Berkeley.
REQUIRED VOTE
If a quorum is present and voting, the three nominees for Class I director
receiving the highest number of votes will be elected as Class I directors.
Abstentions and shares held by brokers that are present, but not voted because
the brokers were prohibited from exercising discretionary authority, i.e.,
"broker non-votes," will be counted as present in determining if a quorum is
present but because directors are elected by a plurality vote, will have no
impact once a quorum is present. See "Information Concerning Solicitation and
Voting--Quorum; Abstentions; Broker Non-Votes."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE NOMINEES LISTED ABOVE
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of seven (7) meetings and
took a total of two (2) actions by written consent during the fiscal year
ended December 31, 1996. No director serving during such fiscal year attended
fewer than 75% of the aggregate of all meetings of the Board of Directors and
the committees of the Board upon which such director served. The Board of
Directors has two committees, the Audit Committee and the Compensation
Committee.
The Audit Committee of the Board of Directors, which consists of Messrs.
Pope and Toups, held two (2) meetings during the last fiscal year. The Audit
Committee reviews and advises the Board of Directors regarding
4
<PAGE>
the Company's accounting matters and is responsible for reviewing and
recommending the engagement of the Company's independent public accountants
and the services to be performed by them, and reviewing and evaluating the
accounting principles being applied to the Company's financial reports.
The Compensation Committee of the Board of Directors, which consists of
Messrs. Blumenstein and Page, held three (3) meetings during the last fiscal
year. The Compensation Committee reviews and advises the Board of Directors
regarding all forms of compensation to be provided to the officers, employees,
directors and consultants of the Company.
The Board of Directors has no nominating committee or any committee
performing such functions.
DIRECTOR COMPENSATION
Directors are not paid any cash compensation from the Company for their
services as members of the Board or any committee thereof, although they are
reimbursed for reasonable out-of-pocket expenses incurred by them in attending
such meetings.
The Company's 1996 Director Option Plan (the "Director Plan") was adopted by
the Board of Directors in March 1996 and was approved by the stockholders in
April 1996. The Director Plan provides for the automatic and non-discretionary
grant of nonqualified stock options to purchase 6,667 shares of the Company's
Common Stock to directors who are not employed by the Company ( "Outside
Director") on the date upon which such person first becomes an Outside
Director ("Initial Option"). Thereafter, each Outside Director is
automatically granted an option to purchase 1,667 shares of Common Stock on
January 1 of each year, beginning January 1, 1997 ("Subsequent Option"),
provided he or she has served as a director for at least six months as of such
date. The exercise price of options granted under the Director Plan is 100% of
the fair market value of the Company's Common Stock on the date of grant.
Initial Options vest and become exercisable as to 12% of the shares subject to
the option six months after the date of grant and as to an additional 12% of
the shares at the end of each six-month period thereafter, provided the
optionee continues to serve as a director on such date. Subsequent Options
vest and become exercisable as to 50% of the shares subject to the Subsequent
Option six months after the date of grant and as to the remaining 50% one year
after the date of grant, provided the optionee continues to serve as a
director on such date.
In June 1996, each of Messrs. Blumenstein, Healer, Page, Pope, Toups and Ms.
Mark were granted Initial Options to purchase 6,667 shares of Common Stock at
an exercise price of $12.50 per share. On January 1, 1997, a Subsequent Option
to purchase 1,667 shares of Common Stock was automatically granted to Messrs.
Blumenstein, Healer, Page, Pope and Toups and to Ms. Mark at an exercise price
of $9.00 per share.
A total of 83,334 shares of Common Stock has been reserved for issuance
under the Director Plan. As of March 31, 1997, no shares of Common Stock had
been issued upon the exercise of options granted under the Director Plan,
options to purchase 50,004 shares of Common Stock at a weighted average
exercise price of $11.80 per share were outstanding, 20,004 options were
exercisable and 33,330 shares were available for future issuance.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Blumenstein and Page. Mr.
Schofield also participates in discussions regarding salaries and incentive
compensation for all employees (including officers) and consultants to the
Company, except that Mr. Schofield is excluded from discussions regarding his
own salary and incentive compensation.
5
<PAGE>
PROPOSAL TWO
APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
GENERAL
The Restated Certificate of Incorporation of the Company, as currently in
effect, provides that the Company's authorized capital stock shall consist of
50,000,000 shares of Common Stock, $0.001 par value, and 5,000,000 shares of
Preferred Stock, $0.001 par value. The proposed amendment would decrease the
number of shares of Common Stock authorized for issuance by 25,000,000 to a
total of 25,000,000 shares.
REASONS FOR THE PROPOSED AMENDMENT
The Company's Board of Directors believes that it is prudent to decrease the
number of authorized shares of Common Stock to the proposed level in order to
reduce the Company's liability for franchise taxes in the State of Delaware.
The Board of Directors believes that the reduced number of shares of Common
Stock will still provide the Company the ability to meet its immediate future
needs for stock pursuant to its employee benefit plans as well as the
flexibility to effect other possible actions such as financings, corporate
mergers, acquisitions of property, and for other general corporate purposes,
although the Company has no present plans to enter into any such transaction.
REQUIRED VOTE
The stockholders are being asked to approve such amendment. The affirmative
vote of a majority of the outstanding shares of Common Stock will be required
to approve PROPOSAL TWO. The effect of an abstention and broker non-vote is
the same as that of a vote against the proposal. See "Information Concerning
Solicitation and Voting--Quorum; Abstentions; Broker Non-Votes." If the
proposed amendment to the Restated Certificate of Incorporation is approved by
the stockholders, such amendment will become effective upon filing an
amendment to the Restated Certificate of Incorporation with the Delaware
Secretary of State. If the amendment is authorized, the text of the first
paragraph of Article FOURTH of the Company's Restated Certificate of
Incorporation will be as follows:
"This Corporation is authorized to issue two classes of shares to be
designated, respectively, Common Stock and Preferred Stock. The total number
of shares which this corporation shall have authority to issue is Thirty
Million (30,000,000) of which Twenty-Five Million (25,000,000) shall be Common
Stock with a par value of $.001 per share and Five Million (5,000,000) shall
be Preferred Stock with a par value of $.001 per share."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION.
6
<PAGE>
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP to audit the
financial statements of the Company for the fiscal year ending December 31,
1997, and recommends that stockholders vote for ratification of such
appointment. Representatives of Arthur Andersen LLP are expected to be present
at the meeting with the opportunity to make a statement if they desire to do
so, and are expected to be available to respond to appropriate questions.
REQUIRED VOTE
The ratification of the appointment of Arthur Andersen LLP requires the
affirmative vote of a majority of the shares of the Company's Common Stock
present or represented and entitled to vote on this subject matter at the
meeting. An abstention is not an affirmative vote and, therefore, will have
the same effect as a vote against the proposal. A broker non-vote will not be
treated as entitled to vote on this subject matter at the meeting. See
"Information Concerning Solicitation and Voting--Quorum; Abstentions; Broker
Non-Votes."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the Record Date by (i) each of
the Company's executive officers named in the Summary Compensation Table
appearing herein, (ii) each director, (iii) all of the Company's executive
officers and directors as a group, and (iv) each person (or group of
affiliated persons) known to the Company to be the beneficial owner of more
than 5% of the Company's Common Stock. The Company knows of no agreements
among its stockholders which relate to voting or investment power of its
shares of Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP(1)
------------------
NAMED EXECUTIVE OFFICERS, DIRECTORS, ALL DIRECTORS AND
EXECUTIVE OFFICERS AS A GROUP AND FIVE PERCENT NUMBER OF PERCENT
STOCKHOLDERS SHARES OF TOTAL
- -------------------------------------------------------- --------- --------
<S> <C> <C>
OFFICERS AND DIRECTORS:
John T. Schofield(2)...................................... 294,200 3.81
A. Judson Hill(3)......................................... 61,297 *
David R. Wright(4)........................................ 8,129 *
Alexander G. Baldwin(5)................................... 25,878 *
Steven J. Guerrettaz(6)................................... 13,810 *
Robi Blumenstein(7)(8).................................... 765,240 10.21
Harry J. Healer, Jr.(9)(10)............................... 629,470 8.40
Rebecca P. Mark(11)....................................... 11,113 *
Robert W. Page(12)........................................ 13,614 *
Frank R. Pope(13)......................................... 153,292 2.05
John M. Toups(14)......................................... 19,836 *
All executive officers and directors as a group (14
persons)(15)............................................. 2,022,694 25.75
5% STOCKHOLDERS:
Charles River Partnership VI, L.P. and Charles River
Partnership VI-A, L.P.................................... 417,939 5.58
10 Post Office Square, Suite 1330
Boston, MA 02109
CIBC Wood Gundy Ventures, Inc.(8)......................... 761,906 10.17
425 Lexington Ave., 2nd Floor
New York, NY 10017-3903
Denise Hale, George T. Cronin and Thomas M. Peterson as
Successor Co-trustees of the Prentis Cobb Hale Trust U/A
dated 7/13/93, as amended................................ 422,529 5.64
One Market Plaza, Spear Street Tower
San Francisco, CA 94105
Technology Funding Partners III, L.P. and Technology
Funding
Venture Partners IV, an Aggressive Growth Fund, L.P...... 1,171,817 15.64
2000 Alameda de las Pulgas, Suite 250
San Mateo, CA 94403
Vencap Inc................................................ 571,429 7.63
1980 Manulife Place
10180-101 Street
Edmonton, Alberta T5J 3S4, CANADA
North America Environmental Fund, L.P. c/o Ventana
Environmental Organizational Partnership, L.P............ 571,429 7.63
18881 Van Karman Avenue, Tower 17, Suite 350
Irvine, CA 92715
The Venture Capital Fund of New England II, L.P. and
The Venture Capital Fund of New England III, L.P.(10).... 626,136 8.36
160 Federal Street, 23rd Floor
Boston, MA 02110
</TABLE>
8
<PAGE>
- --------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities. Options
to purchase shares of Common Stock which are currently exercisable or
will become exercisable within 60 days of the Record Date, are deemed to
be outstanding for purposes of computing the percentage of the shares
held by an individual but are not outstanding for purposes of computing
the percentage of any other person. Except as indicated otherwise in the
footnotes below, and subject to community property laws where applicable,
the persons named in the table above have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially
owned by them.
(2) Includes 225,423 shares subject to stock options that are exercisable
within 60 days of April 14, 1997.
(3) Includes 25,186 shares subject to stock options that are exercisable
within 60 days of April 14, 1997.
(4) All 8,129 shares are subject to stock options that are exercisable within
60 days of April 14, 1997.
(5) Includes 25,211 shares subject to stock options that are exercisable
within 60 days of April 14, 1997.
(6) Includes 13,476 shares subject to stock options that are exercisable
within 60 days of April 14, 1997.
(7) Includes 3,334 shares subject to stock options that are exercisable
within 60 days of April 14, 1997.
(8) Mr. Blumenstein is a director and officer of CIBC Wood Gundy Ventures,
Inc. and, therefore, may be deemed to beneficially own the shares held by
CIBC Wood Gundy Ventures, Inc. (761,906). Mr. Blumenstein disclaims
beneficial ownership of the 761,906 shares held by CIBC Wood Gundy
Ventures, Inc.
(9) Includes 3,334 shares subject to stock options that are exercisable
within 60 days of April 14, 1997.
(10) Mr. Healer is a General Partner of The Venture Capital Fund of New
England and, therefore, may be deemed to beneficially own the shares held
by The Venture Capital Fund of New England (626,136, including warrants
to purchase 2,726 shares). Mr. Healer disclaims beneficial ownership of
the 626,136 shares held by The Venture Capital Fund of New England except
to the extent of his pecuniary interest arising from his general
partnership interest therein.
(11) Includes 6,946 shares subject to stock options that are exercisable
within 60 days of April 14, 1997.
(12) All 13,614 shares are subject to stock options that are exercisable
within 60 days of April 14, 1997.
(13) Includes 3,334 shares subject to stock options that are exercisable
within 60 days of April 14, 1997 and includes 62,772 shares held by
Technology Funding Partners and which Mr. Pope is entitled to receive
upon distribution.
(14) Includes 10,836 shares subject to stock options that are exercisable
within 60 days of April 14, 1997.
(15) Includes 365,164 shares subject to stock options and warrants that are
exercisable within 60 days of April 14, 1997.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table shows, as to the Chief Executive Officer and each of the
other four most highly compensated executive officers, information concerning
compensation awarded to, earned by or paid for services to the Company in all
capacities during the two years ended December 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION
------------------------------------------ SECURITIES
ALL OTHER UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION(2) OPTIONS(#)(3)
- --------------------------- ---- --------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C>
John T. Schofield........ 1996 $215,625 $ -- $3,235 33,334
Chairman, President and 1995 179,375 3,000 9,374 166,667
Chief Executive Officer
A. Judson Hill........... 1996 150,000 -- 1,080 53,334
Executive Vice 1995 143,750 -- 1,017 --
President,
Corporate Development
David R. Wright.......... 1996 160,140 -- 1,175 3,334
Executive Vice President 1995 156,386 -- 1,054 3,334
Europe(4)
Alexander G. Baldwin..... 1996 123,542 -- 900 10,000
Vice President, 1995 106,458 1,000 792 6,667
Engineering and
Operations
Steven J. Guerrettaz..... 1996 122,813 -- 840 13,334
Vice President, Finance 1995 98,229 500 972 6,668
and
Chief Financial Officer
</TABLE>
- --------
(1) Represents shares of Common Stock with a fair market value at the date of
award of $1.50 per share.
(2) Represents premiums for life insurance policies.
(3) These shares are subject to exercise under stock options granted under the
Company's stock option plans.
(4) Mr. Wright is paid in pounds sterling which have been converted into U.S.
dollars at the exchange rate on December 31 of the applicable fiscal year.
10
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options granted during
the fiscal year ended December 31, 1996.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------- POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM ($)(1)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -----------------------
NAME GRANTED (#) FISCAL YEAR SHARE ($) DATE(2) 5% 10%
- ---- ----------- ------------ --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
John T. Schofield....... 33,334 15.14% $3.00 01/09/2006 $ 62,891 $ 159,377
A. Judson Hill.......... 53,334 24.22% 3.00 01/09/2006 100,624 255,002
David R. Wright......... 3,334 1.51% 3.00 01/09/2006 6,290 15,941
Alexander G. Baldwin.... 10,000 4.54% 3.00 01/09/2006 18,867 47,812
Steven J. Guerrettaz.... 13,334 6.06% 3.00 01/09/2006 25,157 63,753
</TABLE>
- --------
(1) Potential realizable value is based on the assumption that the Common
Stock of the Company appreciates at the annual rate shown (compounded
annually) from the date of grant until the expiration of the ten-year
option term. These numbers are calculated based on the requirements
promulgated by the Securities and Exchange Commission and do not reflect
the Company's estimate of future stock price growth.
(2) Options may terminate before their expiration date if the optionee's
status as an employee is terminated.
The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options exercised
during the fiscal year ended December 31, 1996 and the value of unexercised
options at such date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS/SARS AT DECEMBER 31, 1996
DECEMBER 31, 1996 (#) ($)(1)
---------------------- --------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ---------------------- --------------------
<S> <C> <C> <C> <C>
John T. Schofield....... -- -- 204,589/130,000 $1,670,923/934,999
A. Judson Hill.......... -- -- 16,297/37,037 97,782/222,222
David R. Wright......... -- -- 6,600/6,735 51,791/48,221
Alexander G. Baldwin.... -- -- 21,462/15,206 173,029/104,982
Steven J. Guerrettaz.... -- -- 10,142/16,257 74,609/110,410
</TABLE>
- --------
(1) Based on the fair market value of the Company's Common Stock at December
31, 1996 of $9.00 per share, less the exercise price paid for such shares.
EMPLOYMENT AGREEMENTS
The Company entered into an agreement with A. Judson Hill in January 1996,
which sets a base salary of $150,000 per year and provides that in the event
he is terminated without cause, the Company shall pay Mr. Hill a severance
payment equal to three months' salary and any stock options held by Mr. Hill
on the date of the agreement will be deemed fully vested as of the date of
termination. The Company has no other employment contracts with any of its
officers, and has no compensatory plan or arrangement which is activated upon
resignation, termination or retirement of any such officer upon a change in
control of the Company. Under certain
11
<PAGE>
circumstances both the 1996 Stock Plan (defined below) and the Director Plan
provide for the accelerated vesting of all outstanding options upon a change
in control.
OTHER EMPLOYEE BENEFIT PLANS
1987 Incentive Stock Plan
The Company's 1987 Incentive Stock Plan, as amended (the "1987 Stock Plan")
was adopted by the Board of Directors in August 1987 and approved by the
stockholders in February 1988. The 1987 Stock Plan provides for grants of
incentive stock options to employees (including officers and employee
directors) and nonstatutory stock options to non-employees (including non-
employee directors) and consultants of the Company. A total of 907,651 shares
of Common Stock has been reserved for issuance under the 1987 Stock Plan. As
of March 31, 1997, 186,649, shares of Common Stock had been issued upon the
exercise of options granted under the 1987 Stock Plan and options to purchase
668,297 shares of Common Stock at a weighted average exercise price of $1.64
per share were outstanding. No further options will be granted under the 1987
Stock Plan. Options under the 1987 Stock Plan become exercisable at varying
rates over a vesting period which is determined by the Board of Directors
(generally one to five years), and as of March 31, 1997, 364,678 options were
exercisable. The exercise price of incentive stock options granted under the
1987 Stock Plan must be at least equal to the fair market value of the Common
Stock on the date of grant.
1996 Stock Plan
The Company's 1996 Stock Plan (the "1996 Plan") was adopted by the Board of
Directors in March 1996 and approved by the stockholders in April 1996. A
total of 333,334 shares of Common Stock has been reserved for issuance under
the 1996 Plan. The 1996 Plan provides for grants of incentive stock options to
employees (including officers and employee directors) and nonstatutory stock
options and stock purchase rights to non-employees (including non-employee
directors) and consultants of the Company. The purpose of the 1996 Plan is to
attract and retain the best available personnel for positions of substantial
responsibility and to provide additional incentive to employees and
consultants to promote the success of the Company's business. The 1996 Plan is
presently being administered by the Board of Directors, which determines the
optionees and the terms of options granted, including the exercise price,
number of shares subject to the option and the exercisability thereof.
The terms of options granted under the 1996 Plan are stated in the option
agreements. Terms of an incentive stock option may not exceed 10 years, and
the term of all incentive stock options and nonstatutory stock options granted
to an optionee who, at the time of grant, owns stock representing more than
10% of the Company's outstanding capital stock, may not exceed five years.
Options granted under the 1996 Plan vest and become exercisable as set forth
in each option agreement. No option may be transferred by the optionee other
than by will or the laws of descent or distribution , and each option may be
exercised, during the lifetime of the optionee, only by such optionee. An
optionee whose relationship with the Company or any related corporation ceases
for any reason (other than by death or total and permanent disability) may
exercise options in the three-month period following such cessation, unless
such options terminate or expire sooner (or for nonstatutory options, later),
by their terms. The three-month period is extended to twelve months for
terminations due to death or permanent total disability. In the event of a
merger of the Company with or into another corporation, all outstanding
options may either be assumed or an equivalent option may be substituted for
the surviving entity or, if such options are not assumed or substituted, such
options shall become exercisable as to all of the shares subject to the
options, including shares as to which they would not otherwise be exercisable.
In the event that options become exercisable in lieu of assumption or
substitution, the Board of Directors shall notify optionees that all options
shall be fully exercisable for a period of 15 days, after which such options
shall terminate. The Board of Directors determines the exercise price of
options granted under the 1996 Plan at the time of grant, provided that the
exercise price of all incentive stock options must be at least equal to the
fair market value of the shares on the date of grant. With respect to any
participant who owns stock possessing more than 10% of the voting rights of
12
<PAGE>
the Company's outstanding capital stock, the exercise price of any incentive
stock option granted must equal at least 110% of the fair market value on the
grant date. The consideration for exercising any incentive stock option or any
nonstatutory stock option may consist of cash, check, promissory note,
delivery of already-owned shares of the Company's Common Stock subject to
certain conditions, delivery of a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company
the amount of sale or loan proceeds required to pay the exercise price, a
reduction in the amount of any Company liability to an optionee, or any
combination of the foregoing methods of payment or such other consideration or
method of payment to the extent permitted under applicable law. No incentive
stock options may be granted to a participant, which, when aggregated with all
other incentive stock options granted to such participant, would have an
aggregate fair market value in excess of $100,000 becoming exercisable in any
calendar year. No employee may be granted, in any fiscal year of the Company,
options to purchase more than 150,000 shares provided, however, an employee
may be granted options and stock purchase rights (discussed below) to purchase
up to an additional 250,000 shares. The 1996 Plan will terminate in April
2006, unless sooner terminated by the Board of Directors.
The Board of Directors may also grant stock purchase rights to employees and
consultants under the 1996 Plan. Such grants are made pursuant to restricted
stock purchase agreements. The Company is generally granted a repurchase
option exercisable on the voluntary or involuntary termination of the
purchaser's employment with the Company for any reason (including death or
disability). The repurchase price shall be the original purchase price paid by
the purchaser. The repurchase option shall lapse at a rate determined by the
Board of Directors. Once the stock purchase right has been exercised, the
purchaser shall have the rights equivalent to those of a stockholder.
A total of 333,334 shares of Common Stock has been reserved for issuance
under the 1996 Plan. As of March 31, 1997, no shares of Common Stock had been
issued upon the exercise of options granted under the 1996 Plan, options to
purchase 49,000 shares of Common Stock at a weighted average exercise price of
$9.61 per share were outstanding, 2,605 options were exercisable and 284,334
shares were available for future issuance.
Employee Stock Purchase Plan
The Company has reserved an aggregate of 116,667 shares of Common Stock for
issuance under its Employee Stock Purchase Plan (the "ESPP"). The ESPP was
adopted by the Board of Directors in March 1996 and approved by the
stockholders in April 1996. The ESPP is intended to qualify under Section 423
of the Internal Revenue Code of 1986, as amended (the "Code") and permits
eligible employees of the Company to purchase Common Stock through payroll
deductions of up to 15% of their eligible compensation provided that no
employee may purchase more than $25,000 worth of stock under all employee
stock purchase plans of the Company in any calendar year. The ESPP will be
implemented with six-month offering periods, except for the first offering
period which will commence upon the closing date of the offering and will end
on the last market trading day on or before April 30, 1997. The price of
Common Stock purchased under the ESPP will be 85% of the lower of the fair
market value of the Common Stock on the first or last day of each offering
period. The ESPP will expire in the year 2006.
401(k) Savings Plan
The Company maintains the Thermatrix Inc. 401(k) Savings and Retirement
Plan, a defined contribution retirement plan with a cash or deferred
arrangement as described in Section 401(k) of the Internal Revenue Code (the
"401(k) Plan"). The 401(k) Plan is intended to be qualified under Section
401(a) of the Code. All employees of the Company are eligible to participate
in the 401(k) Plan. The 401(k) Plan provides that each participant make
elective contributions of a percentage of his or her compensation, subject to
statutory limits.
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In February 1996, the Company sold 284,594 shares of Series D preferred
stock at $7.50 per share. The purchasers of the preferred stock included,
among others, the following entities affiliated with certain members of the
Company's Board of Directors and holders of more than five percent of the
Company's voting securities:
Shares of Series D
Preferred Stock(1)
------------------
ENTITIES AFFILIATED WITH DIRECTORS
Technology Funding Partners III, L.P.
(Frank R. Pope)(2) 95,239
The Venture Capital Fund of New England III,
L.P. (Harry J. Healer) 38,096
OTHER 5% STOCKHOLDERS
Charles River Entities (3) 95,239
Denise Hale, George T. Cronin and Thomas M.
Peterson as Successor Co-trustees of the Prentis
Cobb Hale Trust U/A dated 7/1/93, as amended 61,220
- ------------------
(1) All of the Company's outstanding preferred stock, including the Series D
preferred stock, was converted to common stock upon the closing of the
Company's initial public offering. The Series D preferred stock was converted
into Common Stock at the rate of 1.4286 shares of Common Stock for each share
of Series D preferred stock.
(2) Frank Pope was a general partner of Technology Funding Partners III, L.P.
at the time the shares were purchased. Frank Pope is no longer affiliated with
Technology Funding.
(3) Includes Charles River Partnership VI, L.P. and Charles River Partnership
VI-A, L.P.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Exchange Act of 1933, as amended, or the
Securities Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following report and
the Performance Graph on page 22 shall not be incorporated by reference into
any such filings.
GENERAL
The Compensation Committee (the "Committee") of the Board of Directors
establishes the overall executive compensation strategies of the Company and
approves compensation elements for the chief executive officer and other
executive officers. The Committee is comprised of two of the independent, non-
employee members of the Board of Directors, neither of whom have interlocking
relationships as defined by the Securities and Exchange Commission. The
Committee has available to it such external compensation advice and data as
the Committee deems appropriate to obtain.
The compensation philosophy of the Committee is to provide a comprehensive
compensation package for each executive officer that is tailored to the
Company's accomplishment of business strategies, objectives and initiatives.
Accordingly, the Committee follows a compensation strategy which has used
vesting terms to incentivize and reward executives as the Company addresses
the challenges associated with growth, and transitioned to a newly public
company in June 1996. As the Committee applies this compensation philosophy in
determining appropriate executive compensation levels and other compensation
factors, the Committee reaches its decisions with a view towards the Company's
overall financial performance. The Committee strives to structure each
officer's overall compensation package to enable the Company to attract,
retain and reward personnel who contribute to the success of the Company.
EXECUTIVE OFFICER COMPENSATION
The Committee's Executive Compensation policies are designed to enhance the
financial performance of the Company and thus stockholder value, by aligning
the financial interests of the key executives with those of the stockholders.
The executive compensation program is viewed in total considering all of its
component parts: base salary and long-term incentive opportunity in the form
of stock options and stock ownership. The annual compensation component
consists of base salaries which are generally competitive with those offered
by other companies in the industry at similar phases of growth. In determining
individual salaries, the Committee considers the individual experience,
performance and breadth of responsibilities of each executive officer within
the Company in light of the accomplishment of business strategies, objectives
and initiatives set forth by the Board periodically. These factors are
reviewed for each executive officer annually.
The Company's 1987 Incentive Stock Plan and the 1996 Stock Plan
(collectively "Option Plans") and the ESPP are long-term incentive plans for
all employees. These plans are intended to align stockholder and employee
interest by creating a direct link between long-term rewards and the value of
the Company's shares. The Committee believes that long-term stock ownership by
executive officers and all employees is an important factor in achieving both
above average growth in share value and retaining valued employees. Since the
value of an option bears a direct relationship to the Company's stock price,
the Committee believes that options motivate executive officers to manage the
Company in a manner which will benefit all stockholders.
The Option Plans authorize the Committee to award available stock options to
employees at any time. Options for executive officers are generally granted at
the time of initial employment with the Company, and at later dates at the
discretion of the Committee. The size of the initial and later grants are
determined by a number of factors including comparable grants to executive
officers and employees by other companies which compete
14
<PAGE>
in the Company's industry. The exercise price per share of the stock options
is generally equal to the prevailing market value of a share of the Company's
Common Stock on the date the options are granted.
The Company has adopted certain broad-based employee benefit plans in which
all employees, including the executive officers, are permitted to participate
on the same terms and conditions relating to eligibility and generally subject
to the same limitations on the amounts that may be contributed or the benefits
payable under those plans. See "Other Employee Benefit Plans--401(k) Savings
Plan."
CEO COMPENSATION
Compensation for the Chief Executive Officer aligns with the philosophies
and practices described above for executive officers in general.
Mr. Schofield received no salary increase in 1995. His base salary was
increased to $220,000 from $205,000 in April 1996. In addition, Mr. Schofield
received an option grant for 33,334 shares in January 1996. No options have
been granted to Mr. Schofield since that time. The Company currently does not
have a bonus plan for its Chief Executive Officer or any of its other
executive officers.
COMPENSATION COMMITTEE
Robi Blumenstein
Robert W. Page
15
<PAGE>
COMPANY STOCK PRICE PERFORMANCE
The following graph demonstrates a comparison of cumulative total
stockholder returns, calculated on a dividend reinvestment basis and based
upon an initial investment of $100 in the Company's Common Stock as compared
with the Russell 2000 Index and the Dow Jones Industrial Technology Index. No
dividends have been declared or paid on the Company's Common Stock during such
period. The stock price performance shown on the graph below is not
necessarily indicative of future price performance. The Company's Common Stock
began trading on the NASDAQ National Market on June 20, 1996. The graph
reflects the Company's stock price performance from the initial public
offering through the end of fiscal 1996.
LOGO
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THERMATRIX, INC., RUSSELL 2000 AND DOW JONES INDUSTRIAL TECHNOLOGY
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
DOW JONES
Measurement Period THERMATRIX INDUSTRIAL
(Fiscal Year Covered) INC. RUSSELL 2000 TECHNOLOGY
- ------------------- ---------- ------------ ----------
<S> <C> <C> <C>
Measurement Pt-06/20/96 $100 $100 $100
FYE 12/31/96 $ 72 $101 $ 93
</TABLE>
16
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form of Proxy to vote the shares they represent
as the Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: May 1, 1997
17
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THERMATRIX INC.
1997 ANNUAL MEETING OF STOCKHOLDERS JUNE 2, 1997
The undersigned stockholder of Thermatrix Inc., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement, each dated May 1, 1997, and hereby appoints John T.
Schofield and Steven J. Guerrettaz, or either of them, proxies and attorneys-
in-fact, with full power to each of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the 1997 Annual Meeting of
Stockholders of Thermatrix Inc. to be held on June 2, 1997, at 10:30 a.m.
(Pacific time), at 101 Metro Drive, Suite 266, San Jose, California, and at
any adjournment(s) thereof and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth below:
1. ELECTION OF CLASS I DIRECTORS:[_] FOR all nominees listed below
(except as indicated).
[_] WITHHOLD authority to vote for
all nominees listed below.
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW:
John T. Schofield Robi Blumenstein Rebecca P. Mark
2. PROPOSAL TO AMEND THE COMPANY'S RESTATED ARTICLES OF INCORPORATION TO
DECREASE THE AUTHORIZED COMMON STOCK TO 25,000,000 SHARES:
[_] FOR [_] AGAINST [_] ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS:
[_] FOR [_] AGAINST [_] ABSTAIN
and, in their discretion, upon such other matter or matters which may properly
come before the meeting and any adjournment(s) thereof.
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE AMENDMENT OF
THE RESTATED ARTICLES OF INCORPORATION AND FOR RATIFICATION OF THE APPOINTMENT
OF THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS, AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING AND ANY
ADJOURNMENT(S) THEREOF.
Dated: ______ , 1997 ______________________________
Signature
______________________________
Signature
(This Proxy should be marked, dated, signed by the
stockholder(s) exactly as his or her name appears
hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity
should so indicate. If shares are held by joint
tenants or as community property, both should sign.)
