content: <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): June 27, 1999
  
  
  
  
                                  THERMATRIX INC.
                (Exact Name of Registrant as Specified in Charter)
  
  
             Delaware                       0-20819                 94-2958515
             --------                       -------                 ----------
  (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)
  <PAGE>
  
  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.
  <PAGE>
  
  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.
  <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: August 27, 1999             By: /s/ Daniel S. Tedone
                                         --------------------
                                         Daniel S. Tedone, Senior
                                         Vice President and Chief Financial
                                         Officer
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text: 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
             --------                       -------                 ----------
  (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
                                         --------------------
                                         Daniel S. Tedone, Senior
                                         Vice President and Chief Financial
                                         Officer