<PAGE>
As filed with the Securities and Exchange Commission on October 28, 1998
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THERMATRIX INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2958515
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2025 Gateway Place, Ste. 132
San Jose, California 95110
(408) 453-0490
(Address of Principal Executive Offices)
---------------
Employee Stock Purchase Plan
(Full titles of the plans)
---------------
John T. Schofield
President
Thermatrix Inc.
2025 Gateway Place, Ste. 132
San Jose, California 95110
(Name and address of agent for service)
(408) 453-0490
(Telephone number, including area code, of agent for service)
---------------
Copies to:
Michael J. Danaher, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $0.001 per share)
reserved for issuance pursuant to the Employee
Stock Purchase Plan 100,000 $2.3906 (1) $239,060.00 $66.46
- --------------------------------------------------------------------------------------------------------
Total 100,000 $239,060.00 $66.46
=======================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share was determined to be 85% of the fair market value of the Common Stock
(the "FMV"), or, the average of the bid and ask price reported by the
National Association of Securities Dealers Automated Quotation System on
October 27, 1998.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION AND REGISTRATION OF ADDITIONAL SECURITIES.
Except as otherwise stated herein, the Registration Statement on Form S-8
pertaining to the Employee Stock Purchase Plan (File No. 333-12363) is hereby
incorporated by reference into this Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number
-------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
with respect to the legality of the securities.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Power of Attorney (included in signature page hereof).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto, duly
authorized, in the City of San Jose, State of California, on this 28th day of
October, 1998.
THERMATRIX INC.
By: /s/ John T. Schofield
---------------------------------------
John T. Schofield
Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints, jointly and severally, John T. Schofield, and
Daniel S. Tedone and each of them acting individually, as his attorney-in-fact,
each with full power of substitution, for him in any and all capacities, to sign
any and all amendments to this Registration Statement on Form S-8, and to file
the same with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or any substitute, may do or cause to be done by
virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------- --------------------------------------- ----------------
<S> <C> <C>
/s/ John T. Schofield Chairman, President and Chief October 28, 1998
- -------------------------------------- Executive Officer (Principal Executive
John T. Schofield Officer)
/s/ Daniel S. Tedone Executive Vice President and Chief October 28, 1998
- -------------------------------------- Financial Officer (Principal Financial
Daniel S. Tedone and Accounting Officer)
/s/ Robi Blumenstein Director October 28, 1998
- --------------------------------------
Robi Blumenstein
/s/ Joseph W. Sutton Director October 28, 1998
- --------------------------------------
Joseph W. Sutton
/s/ Harry J. Healer, Jr. Director October 28, 1998
- --------------------------------------
Harry J. Healer, Jr.
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
Director
- ----------------------------------------
Charles R. Kokesh
/s/ John M. Toups Director October 28, 1998
- ----------------------------------------
John M. Toups
Director
- ----------------------------------------
Frank R. Pope
/s/ James M. Strock Director October 28, 1998
- ----------------------------------------
James M. Strock
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
-------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation with respect to the legality of the securities.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Power of Attorney (included in signature page hereof).
______________________
<PAGE>
EXHIBIT 5.1
-----------
October 27, 1998
Thermatrix Inc.
2025 Gateway Place, Suite 132
San Jose, California 95110
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Thermatrix Inc., a Delaware corporation (the
"Registrant" or "you"), with the Securities and Exchange Commission on or about
October 28, 1998, in connection with the registration under the Securities Act
of 1933, as amended, of 100,000 shares of your Common Stock, $0.001 par value
(the "Shares"), pursuant to the Company's Employee Stock Purchase Plan (the
"Plan"). As your legal counsel in connection with this transaction, we have
reviewed the proceedings taken by you in connection with the issuance and sale
of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in the
Plan and pursuant to the agreements that accompany each grant under the Plans,
the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 registration statement of our report dated March
5, 1998 included in Thermatrix Inc.'s Form 10K for the year ended December 31,
1997.
/s/ ARTHUR ANDERSON LLP
San Jose, California
October 26, 1998
