content: <PAGE>
  
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                       U.S. 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 17, 2001
  
  
                                  THERMA-WAVE, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
                                      000-26911
                              (Commission File Number)
  
                                     94-3000561
                       (I.R.S. Employer Identification Number)
  
                                 1250 Reliance Way,
                              Fremont, California 94539
                      (Address of Principal Executive Offices)
                                     (Zip Code)
  
                                   (510) 668-2200
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
            (Former Name or Former Address, If Changed Since Last Report)
  --------------------------------------------------------------------------------
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS
  
       On December 17, 2001, Therma-Wave, Inc., a Delaware corporation
  ("Therma-Wave"), entered into an Agreement and Plan of Reorganization (the
    -----------
  "Reorganization Agreement") with FND Corp., a California corporation and
   ------------------------
  wholly-owned subsidiary of Therma-Wave (the "Merger Subsidiary"), Sensys
                                               -----------------
  Instruments Corporation, a California corporation ("Sensys"), and a certain
                                                      ------
  representative of all of the shareholders of Sensys providing for the
  acquisition of Sensys by Therma-Wave pursuant to a merger of Sensys with and
  into the Merger Subsidiary (the "Transaction"). The consummation of the
                                   -----------
  Transaction is subject to various conditions, including approval by the
  shareholders of Sensys. A copy of the Reorganization Agreement and a related
  form of Registration Rights Agreement are attached as Exhibits 2.1 and 4.1 and
  are incorporated herein by reference.
  
       On December 18, 2001, Therma-Wave issued a press release announcing the
  execution of the Reorganization Agreement. A copy of the press release is
  attached as Exhibit 99.1 and incorporated herein by reference.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
       (a) Exhibits
  
           Exhibits included are set forth in the Exhibit Index pursuant to Item
           601 of Regulation S-K.
  
       (b) SIGNATURE
  
       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, thereunto duly authorized.
  
  
  Dated:   December 19, 2001            Therma-Wave, Inc.
  
  
  
                                        By:   /s/ L. Ray Christie
                                              ------------------------------------
                                        Name:    L. Ray Christie
                                        Title:   Senior Vice President and
                                                 Chief Financial Officer
  
  <PAGE>
  
       (c) EXHIBIT INDEX
  
  
  Number       Exhibit Description
  ------       -------------------
  
  2.1          Agreement and Plan of Reorganization, dated as of December 17,
               2001, among Therma-Wave, Inc., FND Corp., Sensys Instruments
               Corporation and a certain representative of all of the shareholders
               of Sensys Instruments Corp.
  
  4.1          Form of Registration Rights Agreement among Therma-Wave, Inc.,
               Sensys Instruments Corporation and holders of capital stock of
               Sensys Instruments Corporation.
  
  99.1         Press Release dated December 18, 2001.
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metadata_filer: {"company-data": {"conformed-name": "THERMA WAVE INC", "cik": "0000828119", "assigned-sic": "3823", "irs-number": "943000561", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26911", "film-number": "1817923"}, "business-address": {"street1": "1250 RELIANCE WAY", "city": "FREMONT", "state": "CA", "zip": "94539", "phone": "5104903663"}, "mail-address": {"street1": "1250 RELIANCE WAY", "city": "FREMONT", "state": "CA", "zip": "94539"}}
text: --------------------------------------------------------------------------------
                       U.S. 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 17, 2001
  
                                  THERMA-WAVE, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
                                      000-26911
                              (Commission File Number)
  
                                     94-3000561
                       (I.R.S. Employer Identification Number)
  
                                 1250 Reliance Way,
                              Fremont, California 94539
                      (Address of Principal Executive Offices)
                                     (Zip Code)
  
                                   (510) 668-2200
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
            (Former Name or Former Address, If Changed Since Last Report)
  --------------------------------------------------------------------------------
  ITEM 5.  OTHER EVENTS
  
       On December 17, 2001, Therma-Wave, Inc., a Delaware corporation
  ("Therma-Wave"), entered into an Agreement and Plan of Reorganization (the
    -----------
  "Reorganization Agreement") with FND Corp., a California corporation and
   ------------------------
  wholly-owned subsidiary of Therma-Wave (the "Merger Subsidiary"), Sensys
                                               -----------------
  Instruments Corporation, a California corporation ("Sensys"), and a certain
                                                      ------
  representative of all of the shareholders of Sensys providing for the
  acquisition of Sensys by Therma-Wave pursuant to a merger of Sensys with and
  into the Merger Subsidiary (the "Transaction"). The consummation of the
                                   -----------
  Transaction is subject to various conditions, including approval by the
  shareholders of Sensys. A copy of the Reorganization Agreement and a related
  form of Registration Rights Agreement are attached as Exhibits 2.1 and 4.1 and
  are incorporated herein by reference.
  
       On December 18, 2001, Therma-Wave issued a press release announcing the
  execution of the Reorganization Agreement. A copy of the press release is
  attached as Exhibit 99.1 and incorporated herein by reference.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
       (a) Exhibits
  
           Exhibits included are set forth in the Exhibit Index pursuant to Item
           601 of Regulation S-K.
  
       (b) SIGNATURE
  
       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, thereunto duly authorized.
  
  Dated:   December 19, 2001            Therma-Wave, Inc.
  
                                        By:   /s/ L. Ray Christie
                                              ------------------------------------
                                        Name:    L. Ray Christie
                                        Title:   Senior Vice President and
                                                 Chief Financial Officer
  (c) EXHIBIT INDEX
  
  Number       Exhibit Description
  ------       -------------------
  
  2.1          Agreement and Plan of Reorganization, dated as of December 17,
               2001, among Therma-Wave, Inc., FND Corp., Sensys Instruments
               Corporation and a certain representative of all of the shareholders
               of Sensys Instruments Corp.
  
  4.1          Form of Registration Rights Agreement among Therma-Wave, Inc.,
               Sensys Instruments Corporation and holders of capital stock of
               Sensys Instruments Corporation.
  
  99.1         Press Release dated December 18, 2001.