Exhibit (a)(1)(iii)
NOTICE OF
GUARANTEED DELIVERY
To Tender Shares of Common
Stock
and
Shares of Series B
Convertible Preferred Stock
of
THERMA-WAVE, INC.
Pursuant to the Offer to
Purchase
dated January 18,
2007
of
FENWAY ACQUISITION
CORPORATION
a wholly-owned subsidiary
of
KLA-TENCOR
CORPORATION
This form, or a substantially equivalent form, must be used to
accept the Offer (as defined below) if the certificates for
shares of common stock, par value $0.01 per share, or the
certificates for shares of Series B Convertible Preferred
Stock, par value $0.01 per share, of Therma-Wave, Inc. and
any other documents required by the Letter of Transmittal cannot
be delivered to the Depositary by the expiration of the Offer.
Such form may be delivered by hand, or transmitted by telegram,
telex facsimile transmission, or mail to the Depositary. See
Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
Computershare Shareholder
Services, Inc.
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By Mail:
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By Overnight Mail:
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Computershare Trust Company,
N.A.
Therma-Wave, Inc.
P.O. Box 43011
Providence, RI 02940-3011
Attn: Corporate Actions Department
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Computershare Trust Company,
N.A.
Therma-Wave, Inc.
250 Royall Street
Canton, MA 02021
Attn: Corporate Actions Department
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By Facsimile:
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Confirm Facsimile
Transmission:
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(617)
360-6810
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(By Telephone Only) (781)
575-2332
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to
guarantee signatures. If a signature on a Letter of Transmittal
is required to be guaranteed by an Eligible Institution under
the instructions thereto, such signature guarantee must appear
in the applicable space provided in the signature box on the
Letter of Transmittal.
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CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST,
STOLEN OR DESTROYED. SEE INSTRUCTION 9 OF THE LETTER
OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to Fenway Acquisition Corp., a
Delaware corporation (the “Purchaser”) and a
wholly-owned subsidiary of KLA-Tencor Corporation, a Delaware
corporation (“Parent”), upon the terms and subject to
the conditions set forth in the Offer to Purchase dated January
18, 2007 and the related Letter of Transmittal (which, together
with any amendments and supplements thereto, collectively
constitute the “Offer”), receipt of which is hereby
acknowledged, shares
of common stock, par value $0.01 per share,
and shares
of Series B Convertible Preferred Stock, par value
$0.01 per share, of Therma-Wave, Inc., a Delaware
corporation, pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase.
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Certificate Numbers (if available)
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SIGN HERE
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Signature(s)
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(Name(s)) (Please
Print)
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(Addresses)
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If delivery will be by book-entry
transfer:
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(Zip Code)
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Name of Tendering Institution
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(Area Code and Telephone
Number)
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Account
Number _
_
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a bank, broker, dealer, credit
union, savings association or other entity which is a member in
good standing of a recognized Medallion Program approved by the
Securities Transfer Association Inc., including the Securities
Transfer Agents Medallion Program (STAMP), the Stock Exchange
Medallion Program (SEMP) and the New York Stock Exchange, Inc.
Medallion Signature Program (MSP) or any other “eligible
guarantor institution” (as such term is defined in
Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended),
guarantees (i) that the above named
person(s) “own(s)” the Shares tendered hereby
within the meaning of
Rule 14e-4
under the Securities Exchange Act of 1934, (ii) that such
tender of Shares complies with
Rule 14e-4
and (iii) to deliver to the Depositary the Shares tendered
hereby, together with a properly completed and duly executed
Letter(s) of Transmittal (or facsimile(s) thereof) and
certificates for the Shares to be tendered or an Agent’s
Message (as defined in the Offer to Purchase) in the case of a
book-entry delivery, and any other required documents, all
within three Nasdaq Global Market trading days of the date
hereof.
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(Name of Firm)
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(Authorized signature)
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(Address)
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(Name)
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(Zip Code)
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(Area Code and Telephone
Number)
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Dated _
_,
2007.
2