8-K

UNITED STATESSECURITIES 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 20, 2011

Ultratech, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-22248	94-3169580
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3050 Zanker Road, San Jose, California	95134
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (408) 321-8835

Not Applicable
(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):

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

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

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ 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 October 20, 2011, Ultratech, Inc. (“the Registrant”) issued a press release to report its financial results for its third quarter ended October 1, 2011.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

The information contained herein and in the accompanying Exhibit 99.1 shall be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, where such incorporation is provided for, and shall be specifically incorporated by reference into our currently effective registration statements on Form S-8.  Except as provided in the previous sentence, the information in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended.

Item 9.01           Exhibits

(c)       Exhibits.

Exhibit	Description
99.1	Press Release Announcing Ultratech's Third Quarter 2011 Results

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 thereunto duly authorized.

		ULTRATECH, INC.
		(Registrant)
Date:	October 20, 2011	By:	/s/ Bruce R. Wright
			Bruce R. Wright
			Senior Vice President, Finance and Chief Financial
			Officer (Duly Authorized Officer and Principal
			Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release Announcing Ultratech's Third Quarter 2011 Results

EX-99.1

Exhibit 99.1

Ultratech Announces Third Quarter 2011 Results

SAN JOSE, Calif.--(BUSINESS WIRE)--October 20, 2011--Ultratech, Inc. (Nasdaq: UTEK), today announced unaudited results for the three-month and nine-month periods ended October 1, 2011.

For the third quarter of fiscal 2011, Ultratech reported net sales of $54.9 million as compared to $37.9 million during the third quarter of fiscal 2010. Ultratech’s net income for the third quarter of 2011 was $10.5 million, or $0.39 per share (diluted), as compared to net income of $4.9 million, or $0.20 per share (diluted) for the same quarter last year.

For the first nine months of 2011, Ultratech reported net sales of $156.3 million compared to net sales of $97.0 million in the first nine months of 2010. Ultratech reported net income of $28.1 million or $1.05 per share (diluted) during the first nine months of 2011, compared to net income of $10.5 million or $0.42 per share (diluted) for the first nine months of 2010.

Arthur W. Zafiropoulo, Chairman and Chief Executive Officer, stated, “During the quarter, advanced packaging product demand continued to dominate the company’s business. In addition, we gained traction in the deployment of our high-brightness LED (HB-LED) tools as evidenced by the increased growth in revenue for the quarter.

“Customers are reassessing their capacity expansion plans which are translating into a more conservative outlook,” continued Zafiropoulo. “In this current environment, it is imperative that we further our ongoing efforts to deliver superior customer support and provide our customers with reliable, technologically advanced and cost-effective solutions.

“While we realize that there is uncertainty in the economic environment, we believe our technology based business model will enable us to address this uncertainty and create long-term growth and value for our stockholders,” Zafiropoulo concluded.

At October 1, 2011, Ultratech had $221 million in cash, cash equivalents and short-term investments. Working capital was $268 million and stockholders’ equity was $10.78 per share based on 25,700,131 total shares outstanding as of October 1, 2011.

Conference Call Information

The conference call will be broadcast live over the Internet beginning at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time on Thursday, October 20, 2011. To listen to the call over the internet or to obtain dial-in information for the call, please go to the investor relations section of the Ultratech website at http://ir.ultratech.com.

If you are unable to attend the live conference call, a replay will be available on Ultratech’s website. If you do not have Internet access, a replay of the call will be available three hours after the conclusion of the call and run until 9:00 p.m. Pacific Time, October 27, 2011. You may access the telephone replay by dialing 800-406-7325 and entering access code: 4476384.

Profile

Ultratech, Inc. (Nasdaq: UTEK) designs, manufactures and markets photolithography and laser processing equipment. Founded in 1979, the company's market-leading advanced lithography products deliver high throughput and production yields at a low, overall cost of ownership for bump packaging of integrated circuits and high-brightness LEDs (HB-LEDs). A pioneer of laser processing, Ultratech developed laser spike anneal technology, which increases device yield, improves transistor performance and enables the progression of Moore’s Law for 45-nm and below production of state-of-the-art consumer electronics. Visit Ultratech online at: www.ultratech.com.

Safe Harbor

Certain of the statements contained herein, which are not historical facts and which can generally be identified by words such as “anticipates,” “expects,” “thinks,” “intends,” “will,” “could,” “believes,” “estimates,” “continue,” and similar expressions, are forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties, such as risks related to timing, delays, deferrals and cancellations of orders by customers, including as a result of semiconductor manufacturing capacity as well as our customers' financial condition and demand for semiconductors; demand for consumer devices; industry growth within the company’s served markets; continued delivery of financial performance and value; cyclicality in the semiconductor and nanotechnology industries; general economic and financial market conditions including impact on capital spending, as well as difficulty in predicting changes in such conditions; rapid technological change and the importance of timely product introductions; customer concentration; our dependence on new product introductions and market acceptance of new products and enhanced versions of our existing products; lengthy sales cycles, including the timing of system installations and acceptances; lengthy and costly development cycles for laser-processing and lithography technologies and applications; integration, development and associated expenses of the laser processing operation; pricing pressures and product discounts; high degree of industry competition; intellectual property matters; changes in pricing by us, our competitors or suppliers; international sales and operations; timing of new product announcements and releases by us or our competitors; ability to volume produce systems and meet customer requirements; sole or limited sources of supply; effect of capital market fluctuations on our investment portfolio; ability and resulting costs to attract or retain sufficient personnel to achieve our targets for a particular period; dilutive effect of employee stock option grants on net income per share, which is largely dependent upon our achieving and maintaining profitability and the market price of our stock; mix of products sold; outcome of litigation; manufacturing variances and production levels; timing and degree of success of technologies licensed to outside parties; product concentration and lack of product revenue diversification; inventory obsolescence; asset impairment; changes to financial accounting standards; effects of certain anti-takeover provisions; future acquisitions; volatility of stock price; foreign government regulations and restrictions; business interruptions due to natural disasters or utility failures; environmental regulations; and any adverse effects of terrorist attacks in the United States or elsewhere, or government responses thereto, or military actions in Iraq, Afghanistan and elsewhere, on the economy, in general, or on our business in particular. Such risks and uncertainties are described in Ultratech’s SEC reports including its Annual Report on Form 10-K filed for the year ended December 31, 2010 and our quarterly report on Form 10-Q for the quarter ended July 2, 2011. Due to these and additional factors, the statements, historical results and percentage relationships set forth herein are not necessarily indicative of the results of operations for any future period. These forward-looking statements are based on management's current beliefs and expectations, some or all of which may prove to be inaccurate, and which may change. We undertake no obligation to revise or update any forward-looking statements to affect any event or circumstance that may arise after the date of this release.

ULTRATECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	Three Months Ended						Nine Months Ended
	Oct. 1,			Oct. 2,			Oct. 1,			Oct. 2,
(In thousands, except per share amounts)	2011			2010			2011			2010
Total net sales*	$	54,944		$	37,937		$	156,272		$	96,991
Cost of sales:
Cost of products sold		21,935			16,274			64,013			39,008
Cost of services		3,614			3,141			11,671			8,754
Total cost of sales		25,549			19,415			75,684			47,762
Gross profit		29,395			18,522			80,588			49,229
Operating expenses:
Research, development and engineering		6,349			4,980			17,832			14,610
Selling, general, and administrative		11,484			8,634			32,301			24,091
Operating income		11,562			4,908			30,455			10,528
Interest expense		(4	)		(6	)		(16	)		(1	)
Interest and other income, net		(74	)		92			40			288
Income before income taxes		11,484			4,994			30,479			10,815
Provision for income taxes		1,020			92			2,420			348
Net income	$	10,464		$	4,902		$	28,059		$	10,467
Earnings per share - basic:
Net income	$	0.40		$	0.20		$	1.09		$	0.43
Number of shares used in per share calculations - basic		25,977			24,370			25,678			24,204
Earnings per share - diluted:
Net income	$	0.39		$	0.20		$	1.05		$	0.42
Number of shares used in per share calculations - diluted		26,647			25,067			26,620			24,692
* Systems sales	$	44,827		$	30,794		$	127,189		$	76,616
Parts sales		4,456			3,020			13,547			8,803
Service sales		5,361			3,998			14,786			11,322
License sales		300			125			750			250
Total sales	$	54,944		$	37,937		$	156,272		$	96,991

ULTRATECH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	Oct. 1,		December 31,
(In thousands)	2011		2010*
ASSETS	(Unaudited)
Current assets:
Cash, cash equivalents and short-term investments	$	220,819	$	184,290
Accounts receivable		34,890		32,825
Inventories		48,615		37,088
Prepaid expenses and other current assets		8,258		7,777
Total current assets		312,582		261,980
Equipment and leasehold improvements, net		14,881		14,835
Other assets		2,995		4,479
Total assets	$	330,458	$	281,294
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable	$	4,000	$	6,000
Accounts payable		15,650		13,154
Deferred product and service income		10,188		13,641
Other current liabilities		14,483		12,028
Total current liabilities		44,321		44,823
Other liabilities		9,010		5,344
Stockholders' equity		277,127		231,127
Total liabilities and stockholders' equity	$	330,458	$	281,294

* The balance sheet as of December 31, 2010 has been derived from the audited financial statements as of that date.

(UTEK-F)

CONTACT:
Ultratech, Inc.
Bruce R. Wright, 408-321-8835
Senior Vice President & CFO
or
Laura Rebouché, 408-321-8835
Vice President of Investor Relations
Fax: 408-577-3379
lrebouche@ultratech.com