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):  October 27, 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.)
26462 CORPORATE AVENUE, HAYWARD, CA		94545
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:  (510) 576-4400
150 INDEPENDENCE DRIVE, MENLO PARK, CA 94025
(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 under the Exchange Act (17 CFR 240.14a-12)

  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 October 27, 2008, Ultra Clean Holdings, Inc. issued a press release announcing its financial results for the third quarter ended September 26, 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 October 27, 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:	October 27, 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 Guidance Range with Strong Non-Semi Sales

Monday, October 27, 2008 4:30 pm ET

Combined Solar, FPD and Medical Revenues Grow 21% Sequentially

HAYWARD, Calif., October 27, 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 third quarter of 2008. Revenue for the third quarter of 2008 was $60.1 million, a decrease of 11% from the second quarter of 2008 and a decrease of 37% from the same period a year ago. Gross margin for the third quarter of 2008 was 9.1%, compared to 11.2% for the second quarter of 2008, and 14.0% for the same period a year ago. The company recorded a net loss of $1.9 million or $0.09 per share, during the third quarter of 2008, compared to a net loss of $162,000 or $0.01 per share, for the second quarter of 2008 and net income of $3.5 million, or $0.16 per diluted share, for the same period a year ago. The third quarter 2008 loss per share is inclusive of a $0.01 per share charge for amortization of intangibles, and a $0.03 per share charge related to SFAS 123(R).

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer commented:  “We view the current challenging business environment as an opportunity to expand market share, transfer additional manufacturing to Asia, and consolidate our U.S.-based assembly operations.  For the quarter, we met our guidance range for revenue and earnings per share by maintaining our focus on reducing costs, while continuing to increase our non-semiconductor businesses. Solar, flat panel, and medical device revenues grew by 21% sequentially, to 30% of total revenues. In addition, we increased the revenue derived from our China facilities by 14% sequentially to 24% of total revenue.  By producing more in Asia, while streamlining our global operations and continuing to increase our activity in these adjacent markets, we improved our operating efficiencies, 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 third quarter of 2008 was $28.5 million, a decrease of $4.1 million from $32.6 million at the end of the second quarter of 2008, and an increase of $500,000 from $28.0 million at the end of the third quarter of 2007. Third party debt at the end of the third quarter was $19.7 million, a decrease of $800,000 from $20.5 million at the end of the second quarter of 2008 and a decrease of $9.1 million from $28.8 million at the end of the third quarter of 2007.

In the third quarter, Ultra Clean repurchased $1.2 million of the company’s common stock as part of the share buyback program announced in our last earnings call.  Program-to-date, Ultra Clean has purchased $3.3 million of the company’s common stock.  The company recently suspended the repurchase program due to the uncertain economic environment.

Granger commented further “I am pleased to announce that, during the third quarter, we secured a partnership agreement with Cascade Microtech, Inc. (NASDAQ: CSCD) to manufacture its 200mm probe stations. Qualification tools will be manufactured in the fourth quarter of 2008, with volume production planned for the first quarter of 2009.”

Granger continued, “Also last quarter we shipped significant quantities of recently awarded solar gas abatement subsystems and turnkey FPD test systems from our newest manufacturing facility in Shanghai, China .  We remain focused on our key objectives: to outperform the semiconductor equipment industry in upturns and in downturns, by expanding our market share, increasing the portion of our revenue derived from the adjacent markets of the solar, flat panel and medical device industries, and by continuing 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 fourth quarter of 2008 will be in the range of $47 million to $53 million, and loss per share will be in the range of $0.10 to $0.16 per share, on a GAAP basis, inclusive of an expected $0.01 per share charge for amortization of intangibles, and a $0.04 per share charge related to SFAS 123(R).”

Ultra Clean will conduct a conference call today, Monday, October 27, 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 68499647 (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 fourth 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 June 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 nine months ended
	September 26, 2008			September 28, 2007			September 26, 2008			September 28, 2007
Sales	$	60,128		$	95,535		$	219,849		$	311,049
Cost of goods sold		54,660			82,165			194,799			265,106
Gross profit		5,468			13,370			25,050			45,943
Operating expenses:
Research and development		484			648			1,875			2,275
Sales and marketing		1,464			1,494			4,424			4,253
General and administrative		5,828			5,700			18,710			18,479
Total operating expenses		7,776			7,842			25,009			25,007
Income (loss) from operations		(2,308	)		5,528			41			20,936
Interest and other income (expense), net		(236	)		(460	)		(826	)		(1,450	)
Income (loss) before income taxes		(2,544	)		5,068			(785	)		19,486
Income tax provision (benefit)		(616	)		1,527			(584	)		5,664
Net income (loss)	$	(1,928	)	$	3,541		$	(201	)	$	13,822
Net income (loss) per share:
Basic	$	(0.09	)	$	0.17		$	(0.01	)	$	0.65
Diluted	$	(0.09	)	$	0.16		$	(0.01	)	$	0.63
Shares used in computing
net income (loss) per share:
Basic		21,708			21,366			21,639			21,240
Diluted		21,708			22,166			21,639			22,088

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	September 26,		December 28,
ASSETS	2008		2007
Current assets:
Cash and cash equivalents	$	28,468	$	33,447
Accounts receivable		28,817		34,845
Inventory		49,013		49,342
Other current assets		9,747		7,707
Total current assets		116,045		125,341
Equipment and leasehold improvements, net		20,267		14,095
Goodwill		34,063		34,196
Other intangible assets		19,750		20,762
Other non-current assets		509		633
Total assets	$	190,634	$	195,027
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank borrowings	$	3,074	$	3,575
Accounts payable		28,196		36,817
Other current liabilities		4,682		4,451
Total current liabilities		35,952		44,843
Bank debt and other long-term liabilities		22,272		20,696
Total liabilities		58,224		65,539
Stockholders' equity
Common stock		92,215		89,092
Retained earnings		40,195		40,396
Total stockholders' equity		132,410		129,488
Total liabilities and stockholders' equity	$	190,634	$	195,027