THERMATRIX INC
8-K, 2000-02-22
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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<PAGE>

                      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): December 20, 1999



                                THERMATRIX INC.
              (Exact Name of Registrant as Specified in Charter)


         Delaware                      0-20819                  94-2958515
- ----------------------------   ------------------------     -------------------
(State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
     of Incorporation)                                      Identification No.)



                       308 North Peters Road, Suite 100
                          Knoxville, Tennessee 37922
         (Address of principal executive offices, including zip code)

                                (423) 539-9603
             (Registrant's telephone number, including area code)
<PAGE>

Item 6.   Resignation of Directors

On December 20, 1999 Mr. Robi Blumenstein and Mr. Joseph W. Sutton resigned as
members of the Board of Directors of the Registrant because they could not
devote sufficient time to their duties in light of the demands of their primary
employment.



Item 7.   Financial Statements, Pro Forma Financial Information And Exhibits

(c)  Exhibits

     6-1  Letter of resignation Mr. Robi Blumenstein
     6-2  Letter of resignation Mr. Joseph W. Sutton
<PAGE>

                                  SIGNATURES
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 hereunto duly authorized.

                                         THERMATRIX INC.

Dated:February 22, 2000                  By:  /s/ Daniel S. Tedone
                                              ----------------------------
                                              Daniel S. Tedone, Executive
                                              Vice President and Chief
                                              Financial Officer

<PAGE>

                                  Exhibit 6-1

                       CIBC Capital Partners Letterhead


Via facsimile 423. 539-9643

December 20, 1999


Mr. John T. Schofield
Chairman & CEO
Thermatrix Inc.
308 N. Peters Road
Suite 100
Knoxville, TN 37922

Dear John:

It is with regret that I must tender my resignation as a member of the Board of
Directors of Thermatrix Inc. effective today.  The demands of my position at
CIBC Capital Partners preclude me from devoting the time necessary to be of real
value to the company during this period.  It has been a pleasure serving with
you.

Sincerely,

/s/ Robi Blumenstein
Robi Blumenstein

<PAGE>

                                  Exhibit 6-2

                         ENRON Corporation Letterhead


December 20, 1999



John T. Schofield
Chairmen, President & CEO
Thermatrix Inc.
308 N. Peters Road, Suite 100
Knoxville, TN 37922

Dear Mr. Schofield,

          Regrettably, I hereby tender my resignation as a member of the board
of directors of Thermatrix.  My duties and responsibilities at Enron have
increased such that I will not be able to dedicate the time and energy needed to
fulfill my duties as a member of your board.  I have enjoyed my tenure on the
board of Thermatrix, and I wish you and the company much success in the future.

                                         Sincerely,

                                         /s/ Joseph W. Sutton
                                         Joseph W. Sutton


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