Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sr64Q8PZmWeaS/z0DKjMDlCyjvNPF8xMnO32ZnCVY+HTZKlzedbeHRSNhqH/K8qv 9xQdcmCJAxiwRp0gK3vdsg== 0001193125-05-147216.txt : 20050722 0001193125-05-147216.hdr.sgml : 20050722 20050722160525 ACCESSION NUMBER: 0001193125-05-147216 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050722 DATE AS OF CHANGE: 20050722 GROUP MEMBERS: NORTH RUN ADVISORS, LLC GROUP MEMBERS: NORTH RUN GP, LP GROUP MEMBERS: THOMAS B. ELLIS GROUP MEMBERS: TODD B. HAMMER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH RUN CAPITAL L P CENTRAL INDEX KEY: 0001212897 IRS NUMBER: 364504416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173106130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMA WAVE INC CENTRAL INDEX KEY: 0000828119 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 943000561 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60517 FILM NUMBER: 05968860 BUSINESS ADDRESS: STREET 1: 1250 RELIANCE WAY CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 5104903663 MAIL ADDRESS: STREET 1: 1250 RELIANCE WAY CITY: FREMONT STATE: CA ZIP: 94539 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

THERMA-WAVE, INC.

(Name of Issuer)

Shares of Common Stock, par value $0.01 per share

(Title of Class of Securities)

88343A108

(CUSIP Number)

July 12, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP No. 88343A108		13G		Page 2 of 11


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Run Capital, LP 36-4504416
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5 SOLE VOTING POWER

2,410,000**

6 SHARED VOTING POWER

7 SOLE DISPOSITIVE POWER

2,410,000**

8 SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,410,000**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.63%**
12	TYPE OF REPORTING PERSON* PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

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CUSIP No. 88343A108		13G		Page 3 of 11


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Run GP, LP 37-1438821
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5 SOLE VOTING POWER

2,410,000**

6 SHARED VOTING POWER

7 SOLE DISPOSITIVE POWER

2,410,000**

8 SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,410,000**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.63% **
12	TYPE OF REPORTING PERSON* PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

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CUSIP No. 88343A108		13G		Page 4 of 11


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Run Advisors, LLC 35-2177955
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5 SOLE VOTING POWER

2,410,000**

6 SHARED VOTING POWER

7 SOLE DISPOSITIVE POWER

2,410,000**

8 SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,410,000**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.63% **
12	TYPE OF REPORTING PERSON* OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

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CUSIP No. 88343A108		13G		Page 5 of 11


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Todd B. Hammer
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5 SOLE VOTING POWER

2,410,000**

6 SHARED VOTING POWER

7 SOLE DISPOSITIVE POWER

2,410,000**

8 SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,410,000**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.63% **
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

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CUSIP No. 88343A108		13G		Page 6 of 11


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Thomas B. Ellis
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5 SOLE VOTING POWER

2,410,000**

6 SHARED VOTING POWER

7 SOLE DISPOSITIVE POWER

2,410,000**

8 SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,410,000**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.63% **
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4.

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SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run GP, LP, a Delaware limited partnership (the “GP”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis. Todd B. Hammer and Thomas B. Ellis are the principals of North Run, the GP and the Investment Manager. North Run is the general partner for both the GP and the Investment Manager. The GP is the general partner of North Run Capital Partners, LP, a Delaware limited partnership (the “Fund”), North Run Qualified Partners, LP, a Delaware limited partnership (the “QP Fund”), and North Run Master Fund, LP, a Cayman Island exempted limited partnership (the “Master Fund”). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Island exempted company (the “Offshore Fund”), are also general partners of the Master Fund. This Schedule 13G relates to shares of common stock of Therma-Wave, Inc., a Delaware corporation (the “Issuer”) purchased by the Master Fund.

Item 1

(a)

Name of Issuer.

Therma-Wave, Inc.

Item 1

(b)

Address of Issuer’s Principal Executive Offices.

1250 Reliance Way

Fremont, California 94539

Item 2

(a)

Name of Person Filing.

(1) North Run Capital, LP

(2) North Run GP, LP

(3) North Run Advisors, LLC

(4) Todd B. Hammer

(5) Thomas B. Ellis

Item 2

(b)

Address of Principal Business Office, or, if none, Residence.

(1) For all Filers:

One International Place, Suite 2401

Boston, MA 02110

(617) 310-6130

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Item 2

(c)

Citizenship or Place of Organization.

(1) North Run Capital, LP is a Delaware limited partnership.

(2) North Run GP, LP is a Delaware limited partnership.

(3) North Run Advisors, LLC is a Delaware limited liability company.

(4) Todd B. Hammer is a U.S. citizen.

(5) Thomas B. Ellis is a U.S. citizen.

Item 2

(d)

Title of Class of Securities.

Common stock, par value $0.01 per share (the “Common Stock”).

Item 2

(e)

CUSIP Number.

88343A108

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.



Item 4	Ownership.

	(a)	North Run, the GP, the Investment Manager, Todd B. Hammer, and Thomas B. Ellis may be deemed the beneficial owners of 2,410,000 shares of Common Stock.

	(b)	North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 6.63% of the outstanding shares of Common Stock. This percentage was determined by dividing 2,410,000 by 36,341,178, which is the number of shares of Common Stock outstanding as of June 17, 2005, according to the Issuer’s Form 10-K filed on June 27, 2005 with the Securities Exchange Commission.

	(c)	North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the sole power to vote and dispose of the 2,410,000 shares of Common Stock beneficially owned.

Item 5	Ownership of Five Percent or Less of a Class. Not Applicable.

Item 6	Ownership of More Than Five Percent on Behalf of Another Person. All securities reported in this schedule are owned by clients of the Investment Manager. To the knowledge of the Investment Manager, no one client owns more than 5% of the Common Stock.

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Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. Not Applicable.

Item 8		Identification and Classification of Members of the Group. Not Applicable.

Item 9		Notice of Dissolution of Group. Not Applicable.

Item 10		Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits		Exhibit 1 Joint Filing Agreement, dated July 20, 2005, between North Run, GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 20, 2005


NORTH RUN CAPITAL, LP

By:	North Run Advisors, LLC
	its general partner

	By:	/s/ Thomas B. Ellis
	Name:	Thomas B. Ellis
	Title:	Member

	and

	By:	/s/ Todd B. Hammer
	Name:	Todd B. Hammer
	Title:	Member

NORTH RUN GP, LP

By:	North Run Advisors, LLC
	its general partner

	By:	/s/ Thomas B. Ellis
	Name:	Thomas B. Ellis
	Title:	Member

	and

	By:	/s/ Todd B. Hammer
	Name:	Todd B. Hammer
	Title:	Member

NORTH RUN ADVISORS, LLC

By:	/s/ Thomas B. Ellis
Name:	Thomas B. Ellis
Title:	Member

and

10 of 11


By:		/s/ Todd B. Hammer
Name:		Todd B. Hammer
Title:		Member

		/s/ Thomas B. Ellis
		Thomas B. Ellis

		/s/ Todd B. Hammer
		Todd B. Hammer

11 of 11

EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.01 per share, of Therma-Wave, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 20, 2005.


NORTH RUN ADVISORS, LLC

By:	/s/ Thomas B. Ellis
Name:	Thomas B. Ellis
Title:	Member

and

By:	/s/ Todd B. Hammer
Name:	Todd B. Hammer
Title:	Member

NORTH RUN GP, LP

By:	North Run Advisors, LLC
	its general partner

	By:	/s/ Thomas B. Ellis
	Name:	Thomas B. Ellis
	Title:	Member

	and

	By:	/s/ Todd B. Hammer
	Name:	Todd B. Hammer
	Title:	Member

NORTH RUN CAPITAL, LP

By:	North Run Advisors, LLC
	its general partner

	By:	/s/ Thomas B. Ellis
	Name:	Thomas B. Ellis
	Title:	Member

	and


		By:		/s/ Todd B. Hammer
		Name:		Todd B. Hammer
		Title:		Member

				/s/ Thomas B. Ellis
				Thomas B. Ellis

				/s/ Todd B. Hammer
				Todd B. Hammer

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