UCTT Ultra Clean Hldgs

Filed: 13 Apr 21, 4:28pm









Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): April 8, 2021



(Exact Name of Registrant

as Specified in Charter)



(State or Other Jurisdiction of Incorporation)


000-50646 61-1430858
(Commission File Number) (IRS Employer Identification No.)




(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (510) 576-4400



(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class



Name of each exchange on which registered
Common stock, par value $0.001 per shareUCTT

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 1.01.Entry into a Material Definitive Agreement


On April 13, 2021, Ultra Clean Holdings, Inc. (the “Company”) issued and sold an aggregate of 3,181,818 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to an underwriting agreement dated April 8, 2021 (the “Underwriting Agreement”) by and between the Company and Needham & Company, LLC as representative of the several underwriters named therein (the “Underwriters”), at a price of $55.00 per share to the public. The Shares were sold in a public offering (the “Offering”) pursuant to a Registration Statement on Form S-3ASR (File No. 333-255039) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission. The Company received net proceeds from the Offering of approximately $168.0 million, after deducting the underwriting discount and before estimated offering expenses.


The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the Underwriters may be required to make due to any such liabilities.


The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.


The Company intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, sales and marketing activities, product development, general and administrative matters, and capital expenditures. The Company may use a portion of the net proceeds to acquire complementary businesses, products, services, or technologies, although it has no agreements, commitments, or plans for any specific acquisitions at this time. The timing and amount of the Company’s actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of its business. As a result, management of the Company will have broad discretion to allocate the net proceeds of the offerings. Pending their ultimate use, the Company intends to invest the net proceeds in short-term, interest-bearing instruments or U.S. government securities.


A copy of the opinion of Davis Polk & Wardwell LLP relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.


Item 9.01.Financial Statements and Exhibits.


(d) Exhibits.


Exhibit Number Description
1.1 Underwriting Agreement dated April 8, 2021 by and between the Company and Needham & Company, LLC as representative of the several underwriters named therein
5.1 Opinion of Davis Polk & Wardwell LLP
23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





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.


Date:April 13, 2021  By:/s/ Sheri Savage
        Name:Sheri Savage
        Title:Chief Financial Officer and Senior Vice President of Finance