8-K

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):  April 28, 2008
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
	Delaware
	(State or Other Jurisdiction of Incorporation)
000-50646		61-1430858
(Commission File Number)		(IRS Employer Identification No.)
150 INDEPENDENCE DRIVE, MENLO PARK, CA		94025
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:  (650) 323-4100
N/A
(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):

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

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

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))

Item 2.02 Results of Operations and Financial Conditions

On April 28, 2008, Ultra Clean Holdings, Inc. issued a press release announcing its financial results for the first quarter ended March 28, 2008. A copy of the press release announcing the Company’s financial results is included as an exhibit to and incorporated by reference in this Current Report on Form 8-K. This Current Report on Form 8-K is furnished pursuant to Item 2.02 of Form 8-K and is not intended to be incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless expressly incorporated by reference in such filings.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1:       Press Release issued by Ultra Clean Holdings, Inc. dated April 28, 2008.

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.

		ULTRA CLEAN HOLDINGS, INC.
Date:	April 28, 2008	By:	/s/ Jack Sexton
			Name:	Jack Sexton
			Title:	Vice President and Chief Financial Officer

EX-99.1

	Exhibit 99.1
Press Release	Source: Ultra Clean Holdings, Inc.

Ultra Clean Results in Line with Guidance

Monday, April 28, 2008 4:30 pm ET

Semi-Equipment Softens; Ultra Clean Gains New Solar Mandate

MENLO PARK, Calif., April 28, 2008 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, solar and medical device industries, today reported its financial results for the first quarter of 2008.  Revenue for the first quarter of 2008 was $92.4 million, effectively flat with fourth quarter of 2007 revenue of $92.8 million, and a decrease of 17%, compared to revenue of $110.8 million for the same period a year ago.  The company recorded net income of $1.9 million, or $0.09 per diluted share, during the first quarter of 2008, compared to $2.1 million or $0.09 per diluted share, for the fourth quarter of 2007 and net income of $5.2 million, or $0.24 per diluted share, for the same period a year ago.  Gross margin for the first quarter of 2008 was 13.1%, compared to 12.4% for the fourth quarter of 2007, and 15.1% for the same period a year ago.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer commented:  “We are satisfied with the company’s operating performance in the first quarter given the increasingly difficult industry conditions.  We hit our guidance range for revenue and earnings per share, captured multiple new business awards from major customers, and continued to grow our solar, flat panel, and medical device revenues.  Increasing our activity in these adjacent markets should help to lessen the impact of demand changes in the semiconductor capital equipment industry.  We also have significantly streamlined our operations with the goal of remaining profitable during the semi equipment industry downturn preparing for enhanced levels of profitability when the industry cycle returns to growth.”   

Cash at the end of the first quarter of 2008 was $25.0 million, a decrease of $8.4 million from $33.4 million at the end of the fourth quarter of 2007, and an increase of $0.4 million from $24.6 million at the end of the first quarter of 2007.  Third party debt at the end of the first quarter was $21.4 million, a decrease of $0.8 million from $22.2 million at the end of the fourth quarter of 2007 and a decrease of $8.7 million from $30.1 million at the end of the first quarter of 2007.

Granger continued, “I am pleased to announce that, during the quarter, we secured three significant new product awards from two existing major customers, including a new process module on a solar tool.  We expect deliveries of the solar module to commence in the third quarter of 2008 and to ramp to volume production in the subsequent quarter.  As with the solar gas delivery systems that we currently provide to the same customer, this newly awarded module will be manufactured in our Shanghai, China facilities and delivered directly to the customer in Asia.   Incremental revenue from these three new product awards is estimated to be $3-4 million in 2008 and $20-30 million in 2009.  These new wins reflect further success toward our stated objectives to grow faster than the semi equipment industry, in part by increasing the portion of our revenue derived from the adjacent markets of the solar, flat panel and medical device industries, and to continue to expand our presence in Asia.”

Commenting on Ultra Clean’s corporate outlook, Granger noted, “While we remain very confident in our strategic direction, we are cautious about the near term outlook, due to declining industry conditions.  We expect that revenue for the second quarter of 2008 will range between $67 million and $74 million, and earnings per share will range between a loss of $0.03 and income of $0.03 per share, inclusive of an expected $0.01 per share charge for amortization of intangibles, a $0.03 per share charge related to SFAS 123(R) and a $0.02 per share charge for employee severance payments.”

Ultra Clean will conduct a conference call today, Monday, April 28, 2008, beginning at 2:00 p.m. PDT at 888-561-5097 (domestic) and 706-679-7569 (international).  A replay of the webcast will be available for fourteen days following the conference call at 800/642-1687 (domestic) and 706/645-9291 (international). The confirmation number for the live broadcast and replays is 42484125 (all callers). The conference call will also be webcast live and be available for fourteen days on our website.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, solar and medical device industries.  Ultra Clean offers its customers an integrated outsourced solution for gas delivery systems and other subassemblies, improved design-to-delivery cycle times, component neutral design and manufacturing and component testing capabilities. Ultra Clean's customers are primarily original equipment manufacturers for the semiconductor capital equipment, flat panel, solar and medical device industries. Ultra Clean is headquartered in Menlo Park, California. Additional information is available at www.uct.com.

Safe Harbor Statement

The foregoing information contains, or may be deemed to contain, "forward- looking statements" (as defined in the U.S. Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates," "believes," "plan," "expect," "future,"' "intends," "may," "will," "should," "estimates," "predicts," "potential," "continue" and similar expressions to identify these forward-looking statements.  Forward looking statements included in the press release include estimates made with respect to our second quarter revenue and diluted earnings per share.  All forward-looking statements address matters that involve risks and uncertainties. Accordingly, our actual results may differ materially from the results predicted or implied by these forward- looking statements. These risks, uncertainties and other factors include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 28 2007, filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information future developments or otherwise.

Ultra Clean Holdings, Inc

Condensed Consolidated Income Statements

	Three months ended
	March 28,			March 30,
	2008			2007
Sales	$	92,357		$	110,792
Cost of goods sold		80,297			94,035
Gross profit		12,060			16,757
Operating expenses:
Research and development		785			842
Sales and marketing		1,633			1,423
General and administrative		6,630			6,597
Total operating expenses		9,048			8,862
Income from operations		3,012			7,895
Interest and other income (expense), net		(344	)		(531	)
Income  before income tax provision		2,668			7,364
Income tax provision		779			2,179
Net income	$	1,889		$	5,185
Net income per share:
Basic	$	0.09		$	0.25
Diluted	$	0.09		$	0.24
Shares used in computing net income per share:
Basic		21,564			21,113
Diluted		22,067			21,972

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

	March 28,		December 28,
	2008		2007
ASSETS
Current assets:
Cash and cash equivalents	$	24,968	$	33,447
Accounts receivable		47,757		34,845
Inventory		48,411		49,342
Other current assets		6,699		7,707
Total current assets		127,835		125,341
Equipment and leasehold improvements, net		16,911		14,095
Goodwill		34,196		34,196
Other intangible assets		20,425		20,762
Other non-current assets		594		633
Total assets	$	199,961	$	195,027
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank borrowings	$	3,383	$	3,575
Accounts payable		38,251		36,817
Other current liabilities		4,720		4,451
Total current liabilities		46,354		44,843
Bank debt and other long-term liabilities		20,648		20,696
Total liabilities		67,002		65,539
Stockholders' equity
Common stock		90,674		89,092
Retained earnings		42,285		40,396
Total stockholders' equity		132,959		129,488
Total liabilities and stockholders' equity	$	199,961	$	195,027