0000950103-12-000109.txt : 20120111 0000950103-12-000109.hdr.sgml : 20120111 20120111071306 ACCESSION NUMBER: 0000950103-12-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120111 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120111 DATE AS OF CHANGE: 20120111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA CLEAN HOLDINGS INC CENTRAL INDEX KEY: 0001275014 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 611430858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50646 FILM NUMBER: 12521094 BUSINESS ADDRESS: STREET 1: 26462 CORPORATE AVENUE CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: (510) 576-4400 MAIL ADDRESS: STREET 1: 26462 CORPORATE AVENUE CITY: HAYWARD STATE: CA ZIP: 94545 8-K 1 dp28036_8k.htm FORM 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): January 11, 2012
 
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 Condition
 
On January 11, 2012, the Company issued a press release announcing its revenue and earnings per share estimates for the fourth quarter of 2011.  A copy of the press release 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
 
     
 
Exhibit
No.
  
 
Exhibit Description
   
99.1
  
Press Release dated January 11, 2012
 

 
 
 
 

 
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:
January 10, 2012
  
By:
/s/ Kevin (Casey) Eichler
       
Name:
Kevin (Casey) Eichler
       
Title:
Chief Financial Officer
 
 
 
 
 

EXHIBIT INDEX
 
     
 
Exhibit
No.
  
 
Exhibit Description
   
99.1
  
Press Release dated January 11, 2012
 
 
 
EX-99.1 2 dp28036_ex9901.htm EXHIBIT 99.1
Exhibit 99.1
 
 
Press Release
Source: Ultra Clean Holdings, Inc.


Ultra Clean Announces Upward Revisions to its Q4 2011 Revenue and Earnings Estimate
Tuesday, January 11, 2012

HAYWARD, Calif., January 11, 2012 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries, announced today its revenue estimate for the fourth quarter of 2011, representing an increase from its previously issued guidance for the fourth quarter of fiscal 2011.  The Company now expects revenue of approximately $85 million to $86 million, an increase from guidance of $75 million to $80 million issued on October 24, 2011.  The Company also announced that it expects its earnings per share will exceed the high end of its guidance of between $0.00 and $0.02 issued on October 24, 2011.

The Company expects to release its fourth quarter and full year’s operating results for 2011 and its revenue and earnings per share estimates for its first quarter of 2012 on February 13, 2012.
 
About Ultra Clean Holdings, Inc.
 
 
Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy and research 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. 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," "expects" "future,"' "intends," "may," "will," "should," "estimates," "predicts," "potential," "continue" and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations with respect to our fourth quarter of 2011 revenue and 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, the fact that we and our independent registered public accounting firm have not completed the review of the fourth quarter of 2011 and actual results may vary materially as a result of that review, and the fact that adjustments to our expected results could occur as a result of our normal reporting process, the highly volatile nature of the industries we serve, our reliance on a small number of customers for a significant portion of our sales, and our ability to retain such customers, our exposure to risks associated with weakness in the global economy, our dependence on our suppliers, our ability to respond to demand shifts in the industries we serve, our ability to fund our capital requirements from our operations or other financing sources, our ability to manage risks associated with operating in foreign countries, our ability to manage our manufacturing and procurement process effectively, our ability to integrate efficiently the operations of acquired businesses, our ability to protect our design, engineering, manufacturing and testing know-how, competitive factors, our ability to keep pace with developments in the industries we serve and with technological innovation generally, our ability to prevent defects in our products, our ability to comply with the restrictive covenants under our debt agreements, third party claims that we are infringing intellectual property, our ability to retain and recruit key employees, our ability to prevent environmental contamination in our manufacturing facilities and damage due to natural disasters, and changes in tax rates or tax assets and liabilities.  Further information on these and other factors that could affect these forward-looking statements is included in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations'' in our annual report on Form 10-K for the year ended December 31, 2010 and our other periodic reports filed with the Securities and Exchange Commission, which can be obtained online at the Commission's website at http://www.sec.gov. All forward-looking statements in this press release
 
 
 
 
 
 
are based on information currently available to us, and we undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.

Contact:
Ultra Clean Holdings, Inc.
Casey Eichler
CFO
510/576-4704