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):  July 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 July 28, 2008, Ultra Clean Holdings, Inc. issued a press release announcing its financial results for the second quarter ended June 27, 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 July 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:	July 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 in a Difficult Market

Monday, July 28, 2008 4:30 pm ET

Solar and Medical Device Revenue Partially Offsets Impact of Semi-Equipment Downturn

HAYWARD, Calif., July 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 second quarter of 2008. Revenue for the second quarter of 2008 was $67.4 million, a decrease of 27% from the first quarter of 2008 and a decrease of 36% from the same period a year ago. The company recorded a net loss of $162,000 or $0.01 per diluted share, during the second quarter of 2008, compared to net income of $1.9 million or $0.09 per diluted share, for the first quarter of 2008 and net income of $5.1 million, or $0.23 per diluted share, for the same period a year ago. Gross margin for the second quarter of 2008 was 11.2%, compared to 13.1% for the first quarter of 2008, and 15.1% for the same period a year ago.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer commented: “We view the current challenging business environment as an opportunity to increase our market share and to realize the operational efficiencies made possible by consolidation of our Silicon Valley based assembly operations into a single facility in Hayward, CA. For the quarter, we met our guidance range for revenue and earnings per share by focusing on activities to reduce costs, while continuing to increase our non-semiconductor businesses. Solar, flat panel, and medical device revenues grew by 18% sequentially to 22% of total revenues and we received follow-on awards in the solar and flat panel markets. By streamlining our operations and continuing to increase our activity in these adjacent markets, we lessened the impact of this cyclical decline in semiconductor capital equipment demand and positioned ourselves for enhanced levels of profitability when the industry cycle returns to growth.”   

Cash at the end of the second quarter of 2008 was $32.6 million, an increase of $7.6 million from $25.0 million at the end of the first quarter of 2008, and an increase of $12.7 million from $19.9 million at the end of the second quarter of 2007. Third party debt at the end of the second quarter was $20.5 million, a decrease of $900,000 from $21.4 million at the end of the first quarter of 2008 and a decrease of $8.3 million from $28.9 million at the end of the second quarter of 2007.

Ultra Clean also announced that its Board of Directors has authorized the repurchase of up to $10 million shares of the company common stock.  The share repurchase is expected to commence at the end of July 2008.

Granger continued, “I am pleased to announce that, during the quarter, we secured significant follow-on awards from two key customers. We have been contracted to design and build a next-generation solar tool gas-abatement module. Deliveries are expected to commence in 2009. We also have been awarded the contract for production of Photon Dynamics’ (Nasdaq: PHTN) turn-key, Gen-8, flat panel display test systems. The products for both customers will be manufactured in our Shanghai, China facilities and delivered directly to the customers in Asia. Incremental revenue from these two awards is estimated to be $1 million in 2008 and $6-$8 million in 2009. These new wins reflect further progress toward our stated objectives: to grow faster than the semiconductor capital 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 remain cautious about the near term outlook, due to continued declines in semiconductor capital equipment demand, partially offset by our growth in non-semiconductor markets. We expect that revenue for the third quarter of 2008 will be in the range of $60 million to $66 million, and loss per share will be in the range of $0.03 to $0.10 per share, on a GAAP basis, inclusive

of an expected $0.01 per share charge for amortization of intangibles, and a $0.03 per share charge related to SFAS 123(R).”

Ultra Clean will conduct a conference call today, Monday, July 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 55630779 (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 Hayward, 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 third 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 and quarterly report on Form 10-Q for the quarter ended March 28, 2008, 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 Statements of Operations

(Unaudited; in thousands, except per share data)

	For the three months ended						For the six months ended
	June 27, 2008			June 29, 2007			June 27, 2008			June 29, 2007
Sales	$	67,364		$	104,722		$	159,721		$	215,514
Cost of goods sold		59,842			88,906			140,139			182,941
Gross profit		7,522			15,816			19,582			32,573
Operating expenses:
Research and development		606			785			1,391			1,627
Sales and marketing		1,327			1,336			2,960			2,759
General and administrative		6,252			6,182			12,882			12,779
Total operating expenses		8,185			8,303			17,233			17,165
Income (loss) from operations		(663	)		7,513			2,349			15,408
Interest and other income (expense), net		(246	)		(459	)		(590	)		(990	)
Income (loss) before income taxes		(909	)		7,054			1,759			14,418
Income tax provision (benefit)		(747	)		1,958			32			4,137
Net income (loss)	$	(162	)	$	5,096		$	1,727		$	10,281
Net income (loss) per share:
Basic	$	(0.01	)	$	0.24		$	0.08		$	0.49
Diluted	$	(0.01	)	$	0.23		$	0.08		$	0.47
Shares used in computing
net income (loss) per share:
Basic		21,643			21,236			21,604			21,188
Diluted		21,643			22,045			22,126			22,012

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

 (Unaudited; in thousands)

	June 27,		December 28,
ASSETS	2008		2007
Current assets:
Cash and cash equivalents	$	32,571	$	33,447
Accounts receivable		26,638		34,845
Inventory		43,634		49,342
Other current assets		8,794		7,707
Total current assets		111,637		125,341
Equipment and leasehold improvements, net		20,479		14,095
Goodwill		34,196		34,196
Other intangible assets		20,087		20,762
Other non-current assets		548		633
Total assets	$	186,947	$	195,027
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank borrowings	$	3,400	$	3,575
Accounts payable		22,559		36,817
Other current liabilities		3,589		4,451
Total current liabilities		29,548		44,843
Bank debt and other long-term liabilities		23,308		20,696
Total liabilities		52,856		65,539
Stockholders' equity
Common stock		91,968		89,092
Retained earnings		42,123		40,396
Total stockholders' equity		134,091		129,488
Total liabilities and stockholders' equity	$	186,947	$	195,027