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): June 27, 1999
THERMATRIX INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-20819 94-2958515
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
2025 Gateway Place
Suite 132
San Jose, California 95110-1005
(Address of principal executive offices, including zip code)
(408) 453-0490
(Registrant's telephone number, including area code)
Item 5. OTHER EVENTS
On July 8, 1999, Thermatrix Inc. (the "Registrant") announced that it had
sold and issued 6,000 shares of Series E 8% Convertible Preferred Stock (the
"Series E Stock") at a purchase price of $10,000 per share in the aggregate
amount of $6,000,000 to certain investors (the "Investors"). The Series E Stock
is convertible into Common Stock of the Registrant on certain terms and at a
conversion price to be determined at the time of conversion in accordance with
the Registrant's Certificate of Designation. The issuance of the Series E Stock
was made pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), provided by Section 4(2)
thereof.
Under the Certificate of Designation, the Series E Stock is payable in
cash, or at the option of an Investor, converted into shares of the common stock
of the Registrant based upon a conversion price of $5.00 per share, or, if
lower, 85% of the arithmetic mean of the 15 lowest closing bid prices during the
30 trading days preceding such date of conversion. Fifty percent of the Series E
Stock may be converted after November 27, 1999 and remaining Series E Stock may
be converted after January 26, 2000. The Registrant has the right to redeem the
Series E Stock at any time for 130% of the original purchase price. The Series E
Stock bears a dividend of 8% payable in kind. Under the Common Stock Purchase
Warrant dated June 30, 1999 between the Registrant and each of the Investors,
the Registrant sold warrants to purchase common stock equivalent to 35,000
shares of common stock per $1,000,000 of Series E Stock purchased (the
"Warrants"). The Warrants may be exercised at $5.31 per share prior to June 30,
2002.
The Registrant has agreed to file a registration statement on Form S-3 for
the resale of the shares of common stock issuable on conversion of the Series E
Stock and upon exercise of the Warrants.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
4.1(a) Securities Purchase Agreement dated June 30, 1999, by and between the
Registrant and The Shaar Fund Ltd.
4.1(b) Securities Purchase Agreement dated June 30, 1999 by and between
Registrant and Technology Funding Venture Partners III, L.P.
4.1(c) Securities Purchase Agreement dated June 30, 1999 by and between
Registrant and CIBC WMV Inc.
4.2(a) Registration Rights Agreement dated June 30, 1999, by and between the
Registrant and The Shaar Fund.
4.2(b) Registration Rights Agreement dated June 30, 1999, by and between the
Registrant and Technology Funding Venture Partners III, L.P.
4.2(c) Registration Rights Agreement dated June 30, 1999, by and between the
Registrant and CIBC WMV Inc.
4.3 Certificate of Designation, Preferences and Rights of Series E 8%
Convertible Preferred Stock of Thermatrix Inc. filed with the Office
of the Secretary of State of the State of Delaware on July 1, 1999.
4.4(a) Common Stock Purchase Warrant dated June 30, 1999 by and between
Registrant and The Shaar Fund Ltd.
4.4(b) Common Stock Purchase Warrant dated June 30, 1999 by and between
Registrant and Technology Funding Venture Partners III, L.P.
4.4(c) Common Stock Purchase Warrant dated June 30, 1999 by and between
Registrant and CIBC WBV Inc.
99.1 Press Release, issued July 8, 1999, announcing the closing of the sale
of shares of Series E Convertible Preferred Stock of the Registrant
pursuant to the Securities Purchase Agreement.
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: August 27, 1999 By: /s/ Daniel S. Tedone
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Daniel S. Tedone, Senior
Vice President and Chief Financial
Officer