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):    January 13, 1999
  
  
                                 THERMATRIX INC.
             (Exact name of Registrant as specified in its charter)
  
  
                         Commission File Number 0-20819
  
                Delaware                                        94-2958515
    (State or other jurisdiction of                          (I.R.S. Employer
     Incorporation or organization)                        Identification Number)
   
      2025 Gateway Place, Suite 132                             95110-1005
          San Jose, California                                  (Zip Code)
  (Address of principal executive offices)
  
  
       Registrant's telephone number, including area code: (408) 453-0490
  <PAGE>
   
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
       (a)   Thermatrix Inc., a Delaware corporation (the "Company"), TMX
  Acquisition Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of
  Thermatrix ("Merger Sub"), and Wahlco Environmental Systems, Inc., a Delaware
  corporation ("Wahlco") entered into an Agreement and Plan of Merger, dated
  November 9, 1998 (the "Merger Agreement").  On January 13, 1999, in accordance
  with the terms of the Merger Agreement, Merger Sub merged into Wahlco, Wahlco
  became a wholly-owned subsidiary of the Company, and each outstanding share of
  the common stock of Wahlco, converted into the right to receive a pro-rata share
  of an initial payment equal to $1,581,768.50, subject to certain adjustments for
  expenses, and a pro-rata share of one or more contingent payments in an amount
  that will depend on the resolution of claims and other contingencies, not
  expected to exceed $2,000,000 in the aggregate (the "Contingent Payments").  The
  Contingent Payments, if any, would primarily be funded from collection of
  certain payables owed to Wahlco.
  
       In connection with the acquisition of Wahlco, the Company executed (i) a
  Guaranty, dated as of January 13, 1999 (the "Guaranty"), to guaranty certain
  obligations (the "Obligations") of Wahlco under (A) a certain Amended and
  Restated Credit Agreement, dated as of January 30, 1998 (the "Credit
  Agreement"), among Wahlco, the lenders party thereto (collectively, the
  "Lenders") and Wexford Management LLC, as agent on behalf of the Lenders (the
  "Agent") and (B) certain Notes issued by Wahlco to the Chase Manhattan Bank
  pursuant to a non-committed line of credit, dated respectively, March 2, 1998,
  September 22, 1998, October 8, 1998 and October 19, 1998 and (ii) a Security
  Agreement, dated as of January 13, 1999, to secure the Obligations under the
  Guaranty, by granting a security interest in all of the Company's assets for the
  benefit of the Lenders and the Agent.  The outstanding aggregate principal
  amount of the Obligations is approximately five million dollars ($5,000,000) and
  such Obligations mature on February 2, 1999.  The Company is in the process of
  extending the maturity date of the Obligations for an additional six months.
  
       (b)  Wahlco designs, manufactures and sells combined cycle gas turbine
  products, metallic bellows, air pollution control equipment, and related
  products and services to electric utilities, independent power producers, co-
  generation plants, and industrial manufacturers worldwide. Wahlco also provides
  mechanical plant installation services and rents associated equipment to users
  in the United Kingdom.  Wahlco operates through several subsidiaries which focus
  on specific geographical regions or products.  The Company intends to continue
  to devote the property, plant and equipment acquired from Wahlco to these uses.
  <PAGE>
   
  ITEM 7         FINANCIAL STATEMENTS AND EXHIBITS.
  
       The following financial statements and exhibits are filed as part of this
  Report, where indicated.
  
       (a)    Financial statements of business acquired, prepared pursuant to Rule
  3-05 of Regulation S-X:
  
       Financial statements were previously reported in Wahlco's Annual Report on
  Form 10-K for the year ended December 31, 1997 and Quarterly Reports on Form 10-
  Q for the fiscal quarters ended March 31, 1998, June 30, 1998, and September 30,
  1998, respectively, are incorporated by reference herein.
  
       (b)    Pro forma financial information required pursuant to Article 11 of
  Regulation S-X:
  
       The pro forma financial information is unavailable as of the date of this
  filing. Such information will be filed on or before the sixtieth day following
  the filing date of this Current Report on Form 8-K.
  
       (c)    Exhibits in accordance with Item 601 of Regulation S-K:
  
  Exhibit
  Number    Description
  -------   -----------
  
    2.1     Agreement and Plan of Merger dated November 9, 1998 by and among
            Thermatrix Inc., TMX Acquisition Sub I, Inc. and Wahlco Environmental
            Systems, Inc.
  
    2.2     Security Agreement dated January 13, 1999 by and among Thermatrix,
            Inc., Wexford Capital Partners II, L.P., Wexford Overseas Partners
            I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
            Situations 1996 Institutional, L.P., Wexford Special Situations 1996
            Limited, Wexford-Euris Special Situations 1996, L.P. and Wexford
            Management LLC.
  
    2.3     Guaranty dated January 13, 1999 by and among Thermatrix Inc.,
            Wexford Capital Partners II, L.P., Wexford Overseas Partners I, L.P.,
            Wexford Special Situations 1996, L.P., Wexford Special Situations 1996
            Institutional, L.P., Wexford Special Situations 1996 Limited, Wexford-
            Euris Special Situations 1996, L.P. and Wexford Management LLC.
  <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.
  
  
  
  Date:  January 27, 1999             By: /s/ DANIEL S. TEDONE
                                          ----------------------------
                                          Daniel S. Tedone
                                          Chief Financial Officer
  <PAGE>
   
                                  EXHIBIT INDEX
  
  
  Exhibit
  Number    Description
  -------   -----------
  
    2.1     Agreement and Plan of Merger dated November 9, 1998 by and among
            Thermatrix Inc., TMX Acquisition Sub I, Inc. and Wahlco Environmental
            Systems, Inc.
  
    2.2     Security Agreement dated January 13, 1999 by and among Thermatrix,
            Inc., Wexford Capital Partners II, L.P., Wexford Overseas Partners
            I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
            Situations 1996 Institutional, L.P., Wexford Special Situations 1996
            Limited, Wexford-Euris Special Situations 1996, L.P. and Wexford
            Management LLC.
  
    2.3     Guaranty dated January 13, 1999 by and among Thermatrix Inc.,
            Wexford Capital Partners II, L.P., Wexford Overseas Partners I, L.P.,
            Wexford Special Situations 1996, L.P., Wexford Special Situations 1996
            Institutional, L.P., Wexford Special Situations 1996 Limited, Wexford-
            Euris Special Situations 1996, L.P. and Wexford Management LLC.
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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):    January 13, 1999
  
                                 THERMATRIX INC.
             (Exact name of Registrant as specified in its charter)
  
                         Commission File Number 0-20819
  
                Delaware                                        94-2958515
    (State or other jurisdiction of                          (I.R.S. Employer
     Incorporation or organization)                        Identification Number)
   
      2025 Gateway Place, Suite 132                             95110-1005
          San Jose, California                                  (Zip Code)
  (Address of principal executive offices)
  
       Registrant's telephone number, including area code: (408) 453-0490
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
       (a)   Thermatrix Inc., a Delaware corporation (the "Company"), TMX
  Acquisition Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of
  Thermatrix ("Merger Sub"), and Wahlco Environmental Systems, Inc., a Delaware
  corporation ("Wahlco") entered into an Agreement and Plan of Merger, dated
  November 9, 1998 (the "Merger Agreement").  On January 13, 1999, in accordance
  with the terms of the Merger Agreement, Merger Sub merged into Wahlco, Wahlco
  became a wholly-owned subsidiary of the Company, and each outstanding share of
  the common stock of Wahlco, converted into the right to receive a pro-rata share
  of an initial payment equal to $1,581,768.50, subject to certain adjustments for
  expenses, and a pro-rata share of one or more contingent payments in an amount
  that will depend on the resolution of claims and other contingencies, not
  expected to exceed $2,000,000 in the aggregate (the "Contingent Payments").  The
  Contingent Payments, if any, would primarily be funded from collection of
  certain payables owed to Wahlco.
  
       In connection with the acquisition of Wahlco, the Company executed (i) a
  Guaranty, dated as of January 13, 1999 (the "Guaranty"), to guaranty certain
  obligations (the "Obligations") of Wahlco under (A) a certain Amended and
  Restated Credit Agreement, dated as of January 30, 1998 (the "Credit
  Agreement"), among Wahlco, the lenders party thereto (collectively, the
  "Lenders") and Wexford Management LLC, as agent on behalf of the Lenders (the
  "Agent") and (B) certain Notes issued by Wahlco to the Chase Manhattan Bank
  pursuant to a non-committed line of credit, dated respectively, March 2, 1998,
  September 22, 1998, October 8, 1998 and October 19, 1998 and (ii) a Security
  Agreement, dated as of January 13, 1999, to secure the Obligations under the
  Guaranty, by granting a security interest in all of the Company's assets for the
  benefit of the Lenders and the Agent.  The outstanding aggregate principal
  amount of the Obligations is approximately five million dollars ($5,000,000) and
  such Obligations mature on February 2, 1999.  The Company is in the process of
  extending the maturity date of the Obligations for an additional six months.
  
       (b)  Wahlco designs, manufactures and sells combined cycle gas turbine
  products, metallic bellows, air pollution control equipment, and related
  products and services to electric utilities, independent power producers, co-
  generation plants, and industrial manufacturers worldwide. Wahlco also provides
  mechanical plant installation services and rents associated equipment to users
  in the United Kingdom.  Wahlco operates through several subsidiaries which focus
  on specific geographical regions or products.  The Company intends to continue
  to devote the property, plant and equipment acquired from Wahlco to these uses.
  ITEM 7         FINANCIAL STATEMENTS AND EXHIBITS.
  
       The following financial statements and exhibits are filed as part of this
  Report, where indicated.
  
       (a)    Financial statements of business acquired, prepared pursuant to Rule
  3-05 of Regulation S-X:
  
       Financial statements were previously reported in Wahlco's Annual Report on
  Form 10-K for the year ended December 31, 1997 and Quarterly Reports on Form 10-
  Q for the fiscal quarters ended March 31, 1998, June 30, 1998, and September 30,
  1998, respectively, are incorporated by reference herein.
  
       (b)    Pro forma financial information required pursuant to Article 11 of
  Regulation S-X:
  
       The pro forma financial information is unavailable as of the date of this
  filing. Such information will be filed on or before the sixtieth day following
  the filing date of this Current Report on Form 8-K.
  
       (c)    Exhibits in accordance with Item 601 of Regulation S-K:
  
  Exhibit
  Number    Description
  -------   -----------
  
    2.1     Agreement and Plan of Merger dated November 9, 1998 by and among
            Thermatrix Inc., TMX Acquisition Sub I, Inc. and Wahlco Environmental
            Systems, Inc.
  
    2.2     Security Agreement dated January 13, 1999 by and among Thermatrix,
            Inc., Wexford Capital Partners II, L.P., Wexford Overseas Partners
            I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
            Situations 1996 Institutional, L.P., Wexford Special Situations 1996
            Limited, Wexford-Euris Special Situations 1996, L.P. and Wexford
            Management LLC.
  
    2.3     Guaranty dated January 13, 1999 by and among Thermatrix Inc.,
            Wexford Capital Partners II, L.P., Wexford Overseas Partners I, L.P.,
            Wexford Special Situations 1996, L.P., Wexford Special Situations 1996
            Institutional, L.P., Wexford Special Situations 1996 Limited, Wexford-
            Euris Special Situations 1996, L.P. and Wexford Management LLC.
  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.
  
  Date:  January 27, 1999             By: /s/ DANIEL S. TEDONE
                                          ----------------------------
                                          Daniel S. Tedone
                                          Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit
  Number    Description
  -------   -----------
  
    2.1     Agreement and Plan of Merger dated November 9, 1998 by and among
            Thermatrix Inc., TMX Acquisition Sub I, Inc. and Wahlco Environmental
            Systems, Inc.
  
    2.2     Security Agreement dated January 13, 1999 by and among Thermatrix,
            Inc., Wexford Capital Partners II, L.P., Wexford Overseas Partners
            I, L.P., Wexford Special Situations 1996, L.P., Wexford Special
            Situations 1996 Institutional, L.P., Wexford Special Situations 1996
            Limited, Wexford-Euris Special Situations 1996, L.P. and Wexford
            Management LLC.
  
    2.3     Guaranty dated January 13, 1999 by and among Thermatrix Inc.,
            Wexford Capital Partners II, L.P., Wexford Overseas Partners I, L.P.,
            Wexford Special Situations 1996, L.P., Wexford Special Situations 1996
            Institutional, L.P., Wexford Special Situations 1996 Limited, Wexford-
            Euris Special Situations 1996, L.P. and Wexford Management LLC.