Table of Contents

Table of Contents

~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~November 16, ~~of 1934~~ 2005

~~Date of Report (Date of earliest event reported): August 18~~THERMA-WAVE, ~~2005~~INC.

~~THERMA-WAVE,~~(Exact ~~INC.~~ name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	000-26911	94-3000561
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~Delaware~~1250 ~~(State~~Reliance orWay Fremont, ~~other~~California ~~jurisdiction~~94539 (Address of ~~incorporation)~~principal ~~000-26911~~executive ~~(Commission~~offices, ~~File~~including ~~Number)~~Zip ~~94-3000561 (IRS Employer Identification No.~~Code)

~~1250 Reliance Way~~(510) 668-2200 ~~Fremont, California 94539~~ (~~Address~~Registrant’s oftelephone ~~principal executive offices~~number, including ~~Zip~~area ~~Code~~code)

~~(510) 668-2200~~Not Applicable (~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since last report)

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the ~~(Former~~filing ~~name~~obligation orof ~~former~~the ~~address,~~registrant ifunder ~~changed~~any ~~since~~of ~~last~~the ~~report)~~following provisions:

~~Check~~o Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~o isPre-commencement ~~intended~~communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing obligation~~Exchange ofAct ~~the~~(17 ~~registrant~~CFR ~~under~~240.14d-2(b)) ~~any~~o ofPre-commencement communications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~Act (17 CFR 240.13e-4(c))

oITEM ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~8.~~425)~~01 oOther Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Events

~~TABLE~~On OFNovember 16, ~~CONTENTS~~2005, Ahmad Kermani tendered his resignation from the position of Vice President of Customer Operations of Therma-Wave, Inc. (the “Company”), effective November 18, 2005. Consistent with the Company’s strategy to increase operating efficiencies, duties and responsibilities formerly performed by Mr. Kermani have been re-assigned to existing management and the position of Vice President of Customer Operations has been eliminated.

~~ITEM 1.01 Entry into a Material Definitive Agreement ITEM 9.01 Financial Statements and Exhibits~~ SIGNATURES ~~EXHIBIT INDEX EXHIBIT 10.1~~

~~Table~~ Pursuant to the requirements of ~~Contents~~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.

ITEM 1.01 Entry into a Material Definitive Agreement


	THERMA-WAVE, INC.
Date: November 21, 2005	By:	/s/ Joseph J. Passarello
		Name:	Joseph J. Passarello
		Title:	Senior Vice President and Chief Financial Officer

On February 4, 2005, the Board of Directors of Therma-Wave, Inc. (the “Company”), approved an amendment to the Company’s 2000 Employee Stock Purchase Plan (the “Plan”), subject to stockholder approval, increasing the number of shares of common stock reserved for issuance under the Plan from 2,500,000 to 3,500,000.

On August 18, 2005, the Board of Directors additionally amended and restated the Plan to, among other things, modify the Offering and Purchase Periods (as defined in Plan) in connection with the grant, exercise and sale of options under the Plan.

On August 18, 2005, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved the amendment to the Plan increasing the number of shares of common stock reserved for issuance under the Plan from 2,500,000 to 3,500,000.

A copy of the amended Plan is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits

Exhibit
No.		Description
10.1		2000 Employee Stock Purchase Plan, as amended

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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.

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EXHIBIT INDEX

Exhibit
No.		Description
10.1		2000 Employee Stock Purchase Plan, as amended

THERMA-WAVE, INC.

/s/ Joseph J. Passarello

Date: August 23, 2005

Joseph J. Passarello

Senior Vice President and Chief Financial

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