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):  May 4, 2009
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
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 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 May 4, 2009, Ultra Clean Holdings, Inc. issued a press release announcing its financial results for the first quarter ended April 3, 2009. 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 May 4, 2009.

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:	May 4, 2009	By:	/s/ Clarence Granger
			Name:	Clarence Granger
			Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Q1 ’09 Financial Results

Monday, May 4, 2009 4:30 pm ET

Revenue and Earnings in Line with Guidance

HAYWARD, Calif., May 4, 2009 /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 ended April 3, 2009.  Revenue for the first quarter of 2009 was $22.4 million, a decrease of 52% from the fourth quarter of 2008 and a decrease of 76% from the same period a year ago.  Gross margin (loss) for the first quarter of 2009 was (13%), compared to 1% for the fourth quarter of 2008, and 13% for the same period a year ago.

The company recorded a net loss of ($7.0) million or ($0.33) per share on a GAAP basis, during the first quarter of 2009, compared to a net loss of ($52.2) million or ($2.45) per share, for the fourth quarter of 2008 and net income of $1.9 million, or $0.09 per share, for the same period a year ago. The first quarter 2009 net loss per share is inclusive of non-cash charges of $0.03 per share related to SFAS 123(R) during the period.

Cash at the end of the first quarter of 2009 was $29.8 million, an increase of $0.2 million from $29.6 million at the end of the fourth quarter of 2008, and an increase of $4.8 million from $25.0 million at the end of the first quarter of 2008. Third party debt at the end of the first quarter was $17.3 million, a decrease of $1.2 million from $18.5 million at the end of the fourth quarter of 2008 and a decrease of $4.1 million from $21.4 million at the end of the first quarter of 2008.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer commented:   “We are committed to maintaining a strong balance sheet and are concentrating on cash flow and cost reduction.  At the same time, we are focused on new business opportunities and long term growth.”

Commenting on Ultra Clean’s corporate outlook, Granger noted, “While we are beginning to see some stabilization, we remain cautious about the near term outlook, due to general world-wide economic conditions.  We expect that revenue for the second quarter of 2009 will be in the range of $20 million to $26 million, and loss per share will be in the range of $0.16 to $0.27 per share, on a GAAP basis, inclusive of a $0.03 per share charge related to SFAS 123(R).”

Ultra Clean will conduct a conference call today, Monday, May 4, 2009, 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 94739714 (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 US 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 2009 revenue and loss 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 January 2, 2009, 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
	April 3, 2009			March 28, 2008
Sales	$	22,400		$	92,357
Cost of goods sold		25,270			80,297
Gross profit (loss)		(2,870	)		12,060
Operating expenses:
Research and development		916			785
Sales and marketing		1,030			1,633
General and administrative		5,342			6,630
Total operating expenses		7,288			9,048
Income (loss) from operations		(10,158	)		3,012
Interest and other income (expense), net		(195	)		(344	)
Income (loss) before income taxes		(10,353	)		2,668
Income tax provision (benefit)		(3,313	)		779
Net income (loss)	$	(7,040	)	$	1,889
Net income (loss) per share:
Basic	$	(0.33	)	$	0.09
Diluted	$	(0.33	)	$	0.09
Shares used in computing net income (loss) per share:
Basic		21,301			21,564
Diluted		21,301			22,067

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

 (Unaudited; in thousands)

	April 3,			January 2,
ASSETS	2009			2009
Current assets:
Cash and cash equivalents	$	29,768		$	29,620
Accounts receivable		10,466			13,790
Inventory		37,893			39,814
Other current assets		7,659			11,268
Total current assets		85,786			94,492
Equipment and leasehold improvements, net		8,393			8,954
Purchased intangibles, net		8,987			8,987
Other non-current assets		4,906			4,978
Total assets	$	108,072		$	117,411
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank borrowings	$	2,654		$	5,736
Accounts payable		10,693			11,275
Other current liabilities		3,208			4,284
Total current liabilities		16,555			21,295
Bank debt and other long-term liabilities		19,527			17,717
Total liabilities		36,082			39,012
Stockholders' equity
Common stock		91,051			90,420
Accumulated deficit		(19,061	)		(12,021	)
Total stockholders' equity		71,990			78,399
Total liabilities and stockholders' equity	$	108,072		$	117,411