As filed with the Securities and Exchange Commission on February 14, 2011__

20, 2015

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________
Ultra Clean Holdings, Inc.

ULTRA CLEAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 61-1430858
(State or Other Jurisdiction of

Incorporation or Organization)
 
(I.R.S. Employer

Identification Number)
26462 Corporate Avenue
Hayward, CA 94545
(510) 576-4400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
  ____________________
Clarence L. Granger
26462 Corporate Avenue
Hayward, CA 94545
(510) 576-4400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
  ____________________
Copy to:
Alan F. Denenberg
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
(650) 752-2000
  ____________________

26462 Corporate Avenue

Hayward, CA 94545

(510) 576-4400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

James P. Scholhamer

Chief Executive Officer

Ultra Clean Holdings, Inc.

26462 Corporate Avenue

Hayward, CA 94545

(510) 576-4600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Alan F. Denenberg, Esq.

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, CA 94025

(650) 752-2004

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o¨

If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    x

If this Formform is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o¨

If this Formform is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    o¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filero¨Accelerated filerx
Non-accelerated filer Accelerated filer  x
Non-accelerated filer  o¨  (Do not check if a smaller reporting company)  Smaller reporting companyo¨
___________________
CALCULATION OF REGISTRATION FEE
Title of Each
Class of Securities
to be Registered
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Common Stock
$100,000,000$11,610.00

 

Title of securities to be registered Amount to be
registered(1)		 Proposed maximum
offering price
per share(2)		 

Proposed
maximum
aggregate

offering price

 

Amount of

registration fee

Common Stock, par value $0.001 per share

 1,437,500 shares $9.10 $13,081,250 $1,520

 

 

(1)

This registration statement shall also cover any additional shares of common stock which become issuable by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of common stock.

(2)

Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 457(c) of the Securities Act, the price shown is the average of the high and low prices for the Registrant’s common stock on February 18, 2015, as reported on the Nasdaq Global Select Market.

The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


The information in this prospectus is not complete and may be changed. WeThese securities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offersnor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 14, 2011
PROSPECTUS

Subject to Completion. Dated February 20, 2015.

LOGO

Ultra Clean Holdings, Inc.

1,437,500 Shares

Common Stock

___________________

We may offer

This prospectus relates to shares of common stock of Ultra Clean Holdings, Inc. that may be sold by the selling stockholder identified in this prospectus from time to time, up to an aggregate offering amount of $100,000,000, on terms to be determined at the time of offering. Specific terms of the transaction will be provided in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest.

Ourtime. The shares of common stock offered under this prospectus by the selling stockholder were initially issued in connection with our acquisition of substantially all of the assets, and assumption of certain of the liabilities of Drake Associates, Inc. (formerly Marchi Thermal Systems, Inc.) (“Drake”) on February 5, 2015. We are quotedregistering the offer and sale of the shares to satisfy certain covenants we made to Drake in the Asset Purchase Agreement relating to the acquisition. We will not receive any of the proceeds from the sale of the shares hereunder.

The selling stockholder may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholder may sell its shares of common stock in the section titled “Plan of Distribution.” We will pay the expenses incurred in registering the shares, including legal and accounting fees.

Our common stock is traded on the Nasdaq Global Select Market under the symbol “UCTT.”  On February 11, 2011, the closing“UCTT”. The last reported sale price ofon February 18, 2015, was $8.83 per share.

Investing in our common stock as reported on the Nasdaq Global Market, was $13.08 per share.

___________________

Investing in these securities involves certain risks. See “Risk Factors” beginning“Risk Factors” on page 10 of our annual report on Form 10-K for the year ended January 1, 2010 which is incorporated by reference herein.
___________________
2.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated February     , 2015.

TABLE OF CONTENTS

Page

About This Prospectus

i

Prospectus Summary

1

Risk Factors

2

Special Note Regarding Forward-Looking Statements

2

Use of Proceeds

2

Selling Stockholder

3

Description of Capital Stock

5

Plan of Distribution

7

Validity of the Securities

10

Experts

10

Where You Can Find More Information

10

Incorporation by Reference

10

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, the selling stockholder may, not be usedfrom time to time, offer and sell securities unless accompaniedshares of our common stock, as described in this prospectus, in one or more offerings. To the extent we file any prospectus supplements, such prospectus supplements may add, update or change information contained in this prospectus to the extent permitted by the applicable prospectus supplement.


The dateSecurities Act of 1933, as amended (the “Securities Act”). You should read both this prospectus is      , 2011

and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

We and the selling stockholder have not authorized anyone to provide any information or make any representations other than thatthose contained or incorporated by reference in this prospectus, any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you.you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.  Weyou. The selling stockholder is offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are not making an offerpermitted. The information contained in this prospectus is accurate only as of these securitiesthe date of this prospectus and the information in the incorporated documents is only accurate as of the respective dates of such documents, regardless of the time of delivery of this prospectus or of any state wheresale of the offercommon stock.

i

PROSPECTUS SUMMARY

The following is not permitted.  You should not assume thata summary of some of the information contained or incorporated by reference in this prospectus. To understand this offering fully, you should read carefully the entire prospectus, including the risk factors, the financial statements and the other documents incorporated herein by reference. Unless otherwise indicated, the terms “Ultra Clean,” “we,” “us,” “our,” “our company,” “the company” and “our business” refer to Ultra Clean Holdings, Inc.

We are a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy, consumer, industrial and research industries. We offer our 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. Our revenue is derived from the sale of gas delivery systems and other critical subsystems including chemical mechanical planarization subsystems, chemical delivery modules, top-plate assemblies, frame assemblies, process modules and other high level assemblies. Our customers are primarily original equipment manufacturers for the semiconductor capital equipment, flat panel, medical, energy, consumer, industrial and research industries.

Our principal executive offices are located at 26462 Corporate Avenue, Hayward, California 94545 and our telephone number is (510) 576-4600. We maintain a web site at www.uct.com. The information on, or accessible through, our web site is not part of this prospectus.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 27, 2013 and in our Quarterly Reports on Form 10-Q for the quarters ended March 28, 2014, June 27, 2014 and September 26, 2014, which are incorporated by reference into this prospectus, together with any additional disclosures under similar headings in any supplement to this prospectus or in other documents which are incorporated by reference into this prospectus, or in any amendment to the registration statement of which this prospectus is a part, before you decide to purchase our common stock. If any of these possible adverse events actually occurs, we may be unable to conduct our business as currently planned and our financial condition and operating results could be harmed. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you may lose all or a part of your investment. Please see “Special Note Regarding Forward-Looking Statements” and “Incorporation by Reference.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates.

The terms “Ultra Clean,” “we,” “us,” and “our” refer to Ultra Clean Holdings, Inc.
___________________
TABLE OF CONTENTS
Page
About This Prospectus1
Ultra Clean Holdings, Inc.2
Where You Can Find More Information3
Special Note on Forward-Looking Statements3
Risk Factors4
Use of Proceeds4
Description of Capital Stock5
Plan of Distribution7
Validity of Securities10
Experts10
ABOUT THIS PROSPECTUS
This prospectus is partstatements of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may from time to time sell common stock, in one or more offerings up to a total dollar amount of $100,000,000. We have provided to you in this prospectus a general description of the common stock we may offer. Each time we sell securities under this shelf registration, we will, to the extent required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information containedhistorical fact are forward-looking statements. When used in this prospectus or in any documents that we have incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement or any related free writing prospectus, you should rely on the information in the prospectus supplement or the related free writing prospectus; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions are forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of future performance and are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. For a more detailed discussion of such forward-looking statements and the potential risks and uncertainties that may impact their accuracy, see the “Risk Factors” section of this prospectus.

The forward-looking statements in this prospectus reflect our view only as of the date of this prospectus and the forward-looking statements in the incorporated documents reflect our view only as of the respective dates of such documents. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we undertake no obligations to update any forward-looking statements. Accordingly, you should also carefully consider the factors set forth in reports or documents that we file from time to time with the SEC.

USE OF PROCEEDS

We will not receive any of the proceeds from the offer and sale of shares of our common stock in this offering. The selling stockholder will receive all of the proceeds from the sale of any shares sold under this prospectus.

SELLING STOCKHOLDER

We entered into an Asset Purchase Agreement (the “Purchase Agreement”) among us, Drake Acquisition Subsidiary, Inc. (“Acquisition Subsidiary”), our wholly-owned subsidiary, and Marchi Thermal Systems, Inc., whereby Acquisition Subsidiary acquired substantially all of the assets comprising Marchi Thermal Systems, Inc.’s business and assumed certain of its liabilities (the “Acquisition”). On the closing of the Acquisition, we also acquired the Marchi Thermal Systems, Inc. corporate name, and the Selling Stockholder (as defined below) was renamed Drake Associates, Inc. (“Drake”). Pursuant to the Purchase Agreement, we issued 1,437,500 shares of our common stock (the “Shares”) to Drake on February 5, 2015 in a private placement exempt from registration by Section 4(a)(2) of the Securities Act.

When we refer to the “Selling Stockholder” in this prospectus, we mean the person listed in the table below, as well as its donees, pledgees, assignees, transferees, distributees, successors and others who later hold the Shares. This prospectus only covers resales of the Shares by the selling stockholder named in the table below. Before any of such selling stockholder’s donees, pledgees, assignees, transferees, distributees, successors or others who later hold the Shares can sell shares under this prospectus, we will file a prospectus supplement or any related free writing prospectus —post-effective amendment to update the statementselling stockholder information in the document having the later date modifies or supersedes the earlier statement.

As permitted by the rules and regulations of the SEC,this prospectus.

We agreed to use our commercially reasonable efforts to cause the registration statement of which this prospectus forms a part includes additionalto be declared effective as soon as practicable and to remain effective until the earlier of (i) such date as all of the Shares have been resold or (ii) such date as all of the Shares may be resold by Drake without registration under the Securities Act pursuant to Rule 144(b)(1) of the Securities Act (or any successor or similar rule then in force) (the “Effectiveness Period”).

The following table sets forth information not contained in this prospectus. You may readregarding the registration statementbeneficial ownership of the Selling Stockholder as of the date hereof, including the name of the Selling Stockholder, the number and percentage of shares of our common stock beneficially owned by the Selling Stockholder and the other reportsnumber of shares and percentage of shares beneficially owned by the Selling Stockholder after completion of the sale of the maximum number of Shares that may be offered under this prospectus by such Selling Stockholder. The Selling Stockholder may, from time to time, offer and sell pursuant to this prospectus any or all of the Shares registered for its account, and thus we filecannot state with certainty the amount of shares that the Selling Stockholder will hold upon consummation of any such sales. Beneficial ownership is determined in accordance with the SEC at the SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional Information.”

ULTRA CLEAN HOLDINGS, INC.
We are a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat plan, medical, energy and research industries. We offer our 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. Our revenue is derived from the sale of gas delivery systems and other critical subsystems including chemical mechanical planarization subsystems, chemical delivery modules, top-plate assemblies, frame assemblies, process modules and other high level assemblies.  Our customers are primarily original equipment manufacturers for the semiconductor capital equipment, flat panel, medical, energy an d research industries.
___________________

Our principal executive offices are located at 26462 Corporate Avenue, Hayward, California 94545, and our telephone number is (510) 576-4400.  We maintain a website at www.uct.com.  The information contained on our website or that can be accessed through our website is not part of this prospectus or any prospectus supplement we may use in connection herewith.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current  reports, proxy statements and other information with the SEC.  You may read and copy any document that we file at the Public Reference Roomrules of the SEC at 100 F Street, N.E., Washington, D.C. 20549.  You may obtainand includes voting or investment power with respect to our shares of common stock. Generally, a person “beneficially owns” shares if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. The percentage of shares beneficially owned prior to the offering is based on 31,577,656 shares of our common stock outstanding as of February 18, 2015. The information in the following table is based on the operationSelling Stockholder’s representations to us regarding its ownership as of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access our SEC filings, including the registration statement and the exhibits and schedules thereto.
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents we file pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this prospectusprospectus.

Name of Beneficial Owner

  Shares Beneficially Owned
Prior to the Offering		  Number of
Shares Offered		   Shares Beneficially Owned
After the Offering		 
      Number           Percent            Number           Percent     

Drake Associates, Inc.(1)

   1,437,500     4.6%   1,437,500     —     —% 

(1)

The address of Drake Associates, Inc. is c/o Greene Radovsky Maloney Share & Hennigh, 4 Embarcadero Center, Suite 4000, San Francisco, CA 94111; Attention: Richard L. Greene & Heather J. Kirlin.

Additional Relationships and Transactions with Selling Stockholder

Pursuant to the Purchase Agreement, we (i) paid to Drake approximately $30.0 million in cash, subject to certain adjustments as provided in the Purchase Agreement, and (ii) issued to Drake 1,437,500 shares of our common stock. Approximately $250,000 of the cash consideration paid in the Acquisition was withheld for post-closing adjustments to the purchase price and as security for Drake’s indemnification obligations during the holdback period.

Some of Drake’s former employees are shareholders of Drake and thus may receive a portion of any consideration received by Drake pursuant to the offer and sale of the Shares. All of Drake’s former employees became employees or consultants of Ultra Clean. No shareholder of Drake is currently, or in the past three years has been, a director or executive officer of Ultra Clean. Ultra Clean was also one of Drake’s customers prior to the termination of the offering under this prospectus and any prospectus supplement (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

(a)Annual Report on Form 10-K for the fiscal year ended January 1, 2010;
(b)Definitive Proxy Statement on Schedule 14A filed with the SEC on April 23, 2010 (to the extent incorporated into our Annual Report on Form 10-K);
(c)Quarterly Reports on Form 10-Q for the quarters ended April 2, 2010, July 2, 2010 and October 1, 2010; and
(d)Current Reports on Form 8-K dated January 8, 2010, June 16, 2010, October 5, 2010 and October 25, 2010 (except to the extent furnished and not filed).
You may request a copy of these filings at no cost, by writing or telephoning the office of the Secretary at Ultra Clean Holdings, Inc., 26462 Corporate Avenue, Hayward, California 94545 or (510) 576-4400.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference herein, contains forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial perform ance, our anticipated growth strategies and anticipated trends in our business.  These statements are only predictions based on our current expectations and projections about future events.  There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “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 fiscal year ended January 1, 2010 and our Quarterly Reports on Form 10-Q for the quarters ended April 2, 2010, July 2, 2010 and October 1, 2010.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements.  Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.  We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.
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RISK FACTORS
 Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider any risk factors set forth in the applicable prospectus supplement and the documents incorporated by reference into this prospectus and the applicable prospectus supplement, as well as other information we include or incorporate by reference into this prospectus and in the applicable prospectus supplement.  In particular, you should consider the risk factors under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K and our most recent Quarterly Reports on Form 10-Q, which are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the fut ure.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds from the sale of the securities will be used for general corporate purposes, including working capital, potential acquisitions, retirement of debt and other business opportunities.

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Acquisition.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is based upon our certificate of incorporation (“Certificate of Incorporation”), our bylaws (“Bylaws”) and applicable provisions of law. We have summarized certain portions of the Certificate of Incorporation and Bylaws below. TheThis information does not purport to be complete and is subject in all respects to the applicable provisions of our Certificate of Incorporation and Bylaws, which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. You should read the Certificate of Incorporation and Bylaws for the provisions that are important to you.

Certain provisions of the Delaware General Corporation Law (“DGCL”), the Certificate of Incorporation and the Bylaws summarized in the following paragraphs may have an anti-takeover effect.  This may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interests, including those attempts that might result in a premium over the market price for its shares.

Authorized Capital Stock

Our Certificate of Incorporation authorizes us to issue 90,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.

Common Stock

As of December 31, 2010,February 18, 2015, there were 22,861,41731,577,656 shares of common stock outstanding which were heldand four stockholders of record by 7 stockholders.record. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Boardour board of Directorsdirectors out of funds legally available therefor. In the event of the liquidation, dissolution or winding up of Ultra Clean, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable, and thenon-assessable.

Preferred stock

Our board of directors is authorized, subject to any limitations imposed by law, without stockholder approval, from time to time to issue up to 10,000,000 shares of commonpreferred stock in one or more series, each series to be issued upon completionhave rights and preferences, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as our board of this offering will be fully paiddirectors may determine. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and non-assessable.

other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, a majority of our voting stock outstanding. We have no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.

Certain Provision of Ultra Clean’sOur Certificate of Incorporation and Bylaws

Our Bylaws vest the power to call special meetings of stockholders in our chairman of the board and our board of directors. Stockholders are permitted under our Amended and Restated Certificate of Incorporation to act by written consent in lieu of a meeting.

To be properly brought before an annual meeting of stockholders, any stockholder proposal or nomination for the board of directors must be delivered to our secretary not less than 90 days nor more than 120 days prior to the first anniversary of the prior year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, then to be timely such notice must be received by us no earlier than 120 days prior to such annual meeting and no later than the later of 70 days prior to the day of the meeting or the 10th10th day following the day on which public announcement of the date of the meeting was first made by us. Such notice must contain information specified in the Bylaws as to the director nominee or proposal of other business, information about

the stockholder making the nomination or proposal and the beneficial owner, if any, on behalf of whom the nomination or proposal is made, including name and address, class and number of shares owned, and representations regarding the intention to make such a proposal or nomination and to solicit proxies in support of it.

Certain Anti-Takeover Effects of Delaware Law

We are subject to Section 203 of the DGCLDelaware General Corporation Law (“Section 203”). In general, Section 203 prohibits a publicly held Delaware corporation from engaging in various “business combination” transactions with any interested stockholder for a period of three years following the date of the transactions in which the person became an interested stockholder, unless:

the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status;

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

on or subsequent to such date, the business combination is approved by the board and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

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·  the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status;
·  upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
·  on or subsequent to such date the business combination is approved by the board and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

A “business combination” is defined to include mergers, asset sales, and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock.

The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to Ultra Cleanus and, accordingly, may discourage attempts to acquire Ultra Cleanus even though such a transaction may offer Ultra Clean’sour stockholders the opportunity to sell their stock at a price above the prevailing market price.

Listing

The

Our common stock is admitted for tradinglisted on the NASDAQNasdaq Global Market.

Select Market under the symbol “UCTT”.

Transfer Agent and Registrar

The transfer agent and registrar for theour common stock is Broadridge.

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Wells Fargo Shareowner Services.

PLAN OF DISTRIBUTION

We are registering the Shares covered by this prospectus to permit the Selling Stockholder to conduct public secondary trading of these Shares from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of the Shares offered by this prospectus. The aggregate proceeds to the Selling Stockholder from the sale of the Shares will be the purchase price of the Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the Shares covered by this prospectus. The Selling Stockholder reserves the right to accept and, together with its respective agents, to reject, any proposed purchases of Shares to be made directly or through agents.

Drake may determine to distribute Shares to its shareholders from time to time. Before any shareholder of Drake can sell the securitiesShares under this prospectus, we will file a prospectus supplement or post-effective amendment to update the selling stockholder information in one or more of the following waysthis prospectus.

The Shares offered by this prospectus may be sold from time to time:time to purchasers:

directly by the Selling Stockholder, or

through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the Selling Stockholder or the purchasers of the Shares. These discounts, concessions, or commissions may be in excess of those customary in the types of transaction involved.

·  through agents;
·  to or through underwriters;
·  through dealers;
·  directly to purchasers; or
·  through a combination of these methods of sale.
The securities that we distribute

Any underwriters, broker-dealers or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the prospectus delivery requirements of these methodsthe Securities Act and may be subject to certain statutory liabilities, including, but not limited to, those relating to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. We will make copies of this prospectus available to the Selling Stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, the Selling Stockholder is not a broker-dealer or an affiliate of a broker dealer, nor would it otherwise be deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Stockholder and any underwriter, broker-dealer or agent regarding the sale of the Shares by the Selling Stockholder.

The Shares may be sold in one or more transactions at:

fixed prices;

prevailing market prices at the time of sale;

·  a fixed price or prices, which may be changed;
·  market prices prevailing at the time of sale;
·  

prices related to prevailing market prices;

·  negotiated prices; or
·  a combination of these pricing methods.
Offers to purchase offered securitiessuch prevailing market prices;

varying prices determined at the time of sale; or

negotiated prices.

These sales may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale of the offered securities in respect of which this prospectus is delivered will be named, and any commissions payable by us will be set forth, in the applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the offered securities so offered and sold.

We will set forth in a prospectus supplement the terms of the offering of our securities, including:
·  the name or names of any agents, underwriters or dealers;
·  the purchase price of our securities being offered and the proceeds we will receive from the sale;
·  any over-allotment options under which underwriters may purchase additional securities from us;
·  any agency fees or underwriting discounts and commissions and other items constituting agents' or underwriters' compensation;
·  the public offering price;
·  any discounts or concessions allowed or reallowed or paid to dealers; and
·  any securities exchanges on which such securities may be listed.
If offered securities are sold to the public by means of an underwritten offering, either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters, we will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, will be set forth in the applicable prospectus supplement. In addition, the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the applicable prospectus supplement, which prospectus supplement will be used by the underwriters to make resales of the offered securities. If underwriters are utilized in
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the sale of the offered securities, the offered securities will be acquired by the underwriters for their own account and may be resold from time to timeeffected in one or more transactions, including:
transactions:

·  negotiated transactions;
·  at fixed public offering prices; or
·  at varying prices determined by the underwriters at the time of sale.
In addition, unless otherwise indicated in

on any national securities exchange or quotation service on which the prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters with respect to a sale of offered securities will be obligated to purchase all of the offered securities of a series if any are purchased.

We may grant to the underwriters options to purchase additional offered securities to cover over-allotments, if any, at the public offering price with additional underwriting discounts or commissions, asShares may be set forth in the applicable prospectus supplement. If we grant any over-allotment option, the terms of the over-allotment option will be set forth in the applicable prospectus supplement.
If a dealer is utilized in the sales of offered securities, we will sell the offered securities to the dealer as principal. The dealer may then resell the offered securities to the public at varying prices to be determined by the dealerlisted or quoted at the time of resale. Any dealer may be deemed to be an underwriter ofsale, including the offered securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth Nasdaq Global Select Market;

in the applicable prospectus supplement.over-the-counter market;

We may directly solicit offers to purchase offered securities and sell offered securities directly to institutional investors

in transactions other than on such exchanges or others with respect to any resale of the offered securities. The terms of any of these sales will be described in the applicable prospectus supplement.

Offered securities may also be offered and sold in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise by one or more remarketing firms acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the offered securities remarketed by them.
Agents, underwriters, dealers and remarketing firms may be entitled, under agreements entered into with us, to indemnification by us against specified civil liabilities, including liabilities under the Securities Act that may arise from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment hereto,services or in the registration statementover-the-counter market;

through the writing of which this prospectus forms a part,options (including the issuance by the Selling Stockholder of derivative securities), whether the options or to contribution with respect to payments whichsuch other derivative securities are listed on an options exchange or otherwise;

through the agents, underwriterssettlement of short sales;

through any other method permitted by applicable law; or dealers may be required to make.

We may authorize underwriters or other persons acting as agents to solicit offers by specified institutions to purchase offered securities pursuant to contracts providing for payments and delivery on a future date, which will be set forth in the applicable prospectus supplement. Institutions with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. However, in all cases, these institutions must be approved by us. The obligations of

through any purchaser under any contract will be subject to the condition that the purchasecombination of the offered securities shall not, at the time of delivery, be prohibited under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any re sponsibility in respect of the validity or performance of these contracts.foregoing.

Underwriters, dealers, agents and remarketing firms may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business for which they have received or will continue to receive customary compensation.
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Our common stock is traded on The NASDAQ Global Market. We may elect to list our common stock on any additional exchange. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the offered securities.
In connection with an offering, an underwriter may purchase and sell securities in the open market.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade. In connection with the sales of the Shares, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions that in turn may:

engage in short sales stabilizingof the Shares in the course of hedging their positions;

sell the Shares short and deliver the Shares to close out short positions;

loan or pledge the Shares to broker-dealers or other financial institutions that in turn may sell the Shares;

enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to the broker-dealer or other financial institution of the Shares, which the broker-dealer or other financial institution may resell under the prospectus; or

enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions.

A short sale of Shares by a broker-dealer, financial institution or the Selling Stockholder would involve the sale of such Shares that are not owned, and purchasestherefore must be borrowed, in order to make delivery of the security in connection with such sale. In connection with a short sale of Shares, a broker-dealer, financial institution or the Selling Stockholder may purchase shares on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional securities from us, if any, in the offering. If the underwriters have an over-allotment option to purchase additional securities from us, the underwriters may close out any covered short position by either exercising their over-allotment option or purchasing securities in the open market. In determining the source of securitiesthe shares to close out such short positions, the covered short position, th e underwritersbroker-dealer, financial institution or Selling Stockholder may consider, among other things, the price of securitiesshares available for purchase in the open market as comparedmarket.

At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Stockholder, the aggregate amount of Shares being offered and the terms of the offering, including, to the price at which they may purchase securities throughextent required, (1) the over-allotment option. "Naked" short sales arename or names of any sales in excess of such optionunderwriters, broker-dealers or whereagents, (2) any discounts, commissions and other terms constituting compensation from the underwriters do not have an over-allotment option. The underwriters must close outSelling Stockholder and (3) any naked short position by purchasing securities in the open market. A naked short position is more likelydiscounts, commissions or concessions allowed or reallowed to be createdpaid to broker-dealers. We may suspend the sale of Shares by the Selling Stockholder pursuant to this prospectus for certain periods of time for certain reasons, including if the underwriters are concernedprospectus is required to be supplemented or amended to include additional material information.

Pursuant to a requirement by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not be greater than 8% of the gross proceeds received by the Selling Stockholder for the sale of any Shares being offered under this prospectus.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “UCTT.”

The Selling Stockholder will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that therethe Selling Stockholder will sell any or all of the Shares under this prospectus. Further, we cannot assure you that the Selling Stockholder will not

transfer, distribute, devise or gift the Shares by other means not described in this prospectus. In addition, any Shares covered by this prospectus that qualify for sale under Rule 144 of the Securities Act may be downward pressure onsold under Rule 144 rather than under this prospectus. The Shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states, the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.

Accordingly, to cover these short sales positionsShares may not be sold unless they have been registered or to otherwise stabilizequalified for sale or maintain the price of the securities, the underwriters may bid foran exemption from registration or purchase securities in the open marketqualification.

The Selling Stockholder and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members orany other broker-dealersperson participating in the offering are reclaimed if securities previously distributedsale of the Shares will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling Stockholder and any other person. In addition, Regulation M may restrict the ability of any person engaged in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market pricedistribution of the securities at a level above that which might otherwise prevailShares to engage in market-making activities with respect to the open market. The impositions of a penalty bidparticular Shares being distributed. This may also affect the pricemarketability of the securitiesShares and the ability of any person or entity to engage in market-making activities with respect to the extent that it discourages resaleShares.

In the Purchase Agreement, we have agreed to indemnify and hold harmless the Selling Stockholder against certain liabilities, including certain liabilities under the Securities Act. We have agreed to pay all of the securities. The magnitudeexpenses incidental to the registration of the Shares to the public, including the payment of federal securities law and state blue sky registration fees, except that we will not bear any underwriting discounts or effectcommissions or transfer taxes relating to the sale of the Shares. Both we and the Selling Stockholder may indemnify any stabiliz ation or otherunderwriter that participates in transactions is uncertain. These transactions may be effected on The NASDAQ Global Market or otherwise and, if commenced, may be discontinued at any time.

Toinvolving the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plansale of distribution.
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the Shares against certain liabilities, including liabilities arising under the Securities Act.

VALIDITY OF THE SECURITIES

The validity of the securities in respect of whichcommon stock being offered by this prospectus is being delivered will behas been passed onupon for us by Davis Polk & Wardwell LLP.

LLP, Menlo Park, California.

EXPERTS

The consolidated financial statements incorporated in this Prospectus by reference in this prospectus of Ultra Clean Holdings, Inc.’sfrom the Company’s Annual Report on Form 10-K, asand the effectiveness of January 2, 2009, and January 1, 2010, and for the three years ended January 1, 2010,our internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report,reports, which isare incorporated herein by reference herein, andreference. Such financial statements have been so incorporated in reliance upon the reportreports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act that registers the shares of our common stock to be sold in this offering. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and our capital stock. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement. For further information about us and our common stock, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect to the statements contained in this prospectus regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement.

We file reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information from the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference the documents listed below, which may also be accessed on our website at www.uct.com. Except as otherwise specifically incorporated by reference in this prospectus, information contained in, or accessible through, our website is not a part of this prospectus.

Our Annual Report on Form 10-K for the year ended December 27, 2013, filed March 12, 2014.

Our Quarterly Reports on Form 10-Q for the quarters ended March 28, 2014, filed on May 5, 2014, June 27, 2014, filed on August 4, 2014 and September 26, 2014, filed on November 3, 2014.


The information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 27, 2013 from our Definitive Proxy Statement on Schedule 14A filed April 21, 2014.

Our Current Reports on Form 8-K filed on February 18, 2014 (except with respect to Item 2.02 of such report and Exhibit 99.1 thereto), May 23, 2014, January 5, 2015 and February 6, 2015.

The description of our common stock contained in our registration statement on Form 8-A (File No. 000-50646) filed with the SEC on March 23, 2004 and any subsequent amendments or reports filed for the purpose of updating such description.

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PART II

We are also incorporating by reference any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this prospectus and prior to the date on which all the securities to which this prospectus relate have been sold or the offering under this prospectus is otherwise terminated (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules).

We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct any requests for documents to:

Ultra Clean Holdings, Inc.

24642 Corporate Avenue

Hayward, California 94545

Attention: Kevin C. Eichler

Chief Financial Officer, Executive Vice President & Secretary

(510) 576-4400

You should read the information relating to us in this prospectus together with the information in the documents incorporated by reference. Nothing contained herein shall be deemed to incorporate information furnished to, but not filed with, the SEC.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution
Item 14.Other Expenses of Issuance and Distribution.

The following table sets forth the costs andall expenses payableto be paid by the Registrant in connection withregistrant. All amounts shown are estimates except for the sale of the securities being registered hereby.

  
Amount to be
Paid
 
Registration fee
 $16,100  
Printing
  *  
Legal fees and expenses (including Blue Sky fees)
  *  
Accounting fees and expenses
  *  
Miscellaneous
  *  
TOTAL
 $*  
 
*  These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
registration fee.

SEC registration fee

  $1,520  

Legal fees and expenses

   25,000  

Accounting fees and expenses

   10,000  

Miscellaneous

   4,080  
  

 

 

 

Total

  $40,600  
  

 

 

 

Item 15.  Indemnification of Directors and Officers
Item 15.Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (“Section 145”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Article Eight of the Registrant’s Amended and Restated Certificate of Incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation provides for such limitation of liability.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The proposed forms of Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement provide for indemnification of directors and officers of the Registrant by the underwriters against certain liabilities.

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Item 16.  Exhibits and Financial Statement Schedules
Item 16.(a)The following exhibits are filed as part of this Registration Statement:Exhibits

(a) Exhibits

      

Previously Filed

Exhibit
Number

  

Description

  

Form

  

File No.

  

Filing Date

  

Exhibit

  

Filed
Herewith

  1.1*  Underwriting Agreement          
  2.1  Asset Purchase Agreement, dated as of February 5, 2015, among Ultra Clean Holdings, Inc., Drake Acquisition Subsidiary, Inc. and Marchi Thermal Systems, Inc.  8-K  000-50646  February 6, 2015  2.1  
  3.1  Amended and Restated Certificate of Incorporation of Ultra Clean Holdings, Inc.  S-1/A  333-11904  March 2, 2004  3.1  
  3.2  Amended and Restated Bylaws of Ultra Clean Holdings, Inc.  8-K  000-50646  August 3, 2009  3.01  
  4.1  Specimen Stock Certificate  S-1/A  333-11904  March 8, 2004  4.1  
  5.1  Opinion of Davis Polk & Wardwell LLP          X
21.1  Subsidiaries of Ultra Clean Holdings, Inc.  S-1/A  333-184941  April 2, 2013  21.1  
23.1  Consent of Deloitte & Touche, LLP          X
23.2  Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)          X
24.1  Power of Attorney (included on signature page)          X

Exhibit No.*Document
1.1Form of Underwriting Agreement**
4.1AmendedTo be filed by post-effective amendment and Restated Certificate of Incorporation(a)
4.2Amended and Restated Bylaws(b)
5.1Opinion of Davis Polk & Wardwell LLP
23.1Consent of Deloitte & Touche LLP
23.2Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
24.1Power of Attorney (included on the signature page of the Registration Statement)incorporated herein by reference, if applicable.

**  To be filed by Current Report on Form 8-K.
(a)  Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-11904), filed March 2, 2004.
(b)  Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed August 3, 2009.

Item 17.  Undertakings

Item 17.(a)The undersigned Registrant hereby undertakes:Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, of securities registered hereby, a post-effective amendment to this registration statement:

(i) Toto include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) Toto reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in thethis registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in t hethe maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

and

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(iii) Toto include any material information with respect to the plan of distribution not previously disclosed in thethis registration statement or any material change to such information in thethis registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange CommissionSEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in thisthe registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered

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herein, therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registratio nregistration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)       That,

(b) The undersigned registrant hereby undertakes that, for the purposepurposes of determining any liability of the registrant under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to any purchaserSection 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial distributionbona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardlessthe foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the underwriting method used to sellSecurities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities tobeing registered, the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will, beunless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a seller tocourt of appropriate jurisdiction the purchaserquestion whether such indemnification by it is against public policy as expressed in the Act and will be considered to offer or sell such securities to such purchaser:
(i)         Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)        Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred togoverned by the undersigned registrant;
(iii)       The portionfinal adjudication of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)       Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
such issue.

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securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submi t to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hayward, State of California, on February 14, 2011.

20, 2015.

ULTRA CLEAN HOLDINGS, INC
INC.
By:/s/ Clarence L. Granger
By: 
Clarence L. Granger
Chairman and

/s/ JAMES P. SCHOLHAMER

James P. Scholhamer
Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL MENPERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Clarence L. GrangerJames P. Scholhamer and Kevin C. Eichler, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents,attorney in fact, each with full power to act separately and full power of substitution, and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statementRegistration Statement on Form S-3, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of themattorney-in-fact, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities in the locations and on the dates indicated.

SignatureTitleDate

Signature

  

Title

Date

/s/ ClarenceJAMES P. SCHOLHAMER

Chief Executive OfficerFebruary 20, 2015
James P. Scholhamer

and Director

(Principal Executive Officer)

/s/ KEVIN C. EICHLER

Chief Financial Officer, Executive ViceFebruary 20, 2015
Kevin C. EichlerPresident and Secretary (Principal
Financial and Accounting Officer)

/s/ CLARENCE L. GrangerGRANGER

Chairman & Chief Executiveof the Board of DirectorsFebruary 14, 201120, 2015
Clarence L. GrangerOfficer (Principal Executive Officer) and

/s/ EMILY MADDOX LIGGETT

Director February 20, 2015
Emily Maddox Liggett  
/s/ Kevin C. Eichler
Senior Vice President and Chief
Financial Officer (Principal Financial Officer and
February 14, 2011
Kevin C. EichlerPrincipal Accounting Officer)
 

/s/ Leonid MezhvinskyLEONID MEZHVINSKY

DirectorFebruary 14, 201120, 2015
Leonid Mezhvinsky  

/s/ John ChenaultJOHN CHENAULT

DirectorFebruary 14, 201120, 2015
John Chenault  

/s/ SusanSUSAN H. BillatBILLAT

DirectorFebruary 14, 201120, 2015
Susan H. Billat  

/s/ DavidDAVID T. ibnAleIBNALE

DirectorFebruary 14, 201120, 2015
David T. ibnAleIbnAle  
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EXHIBIT INDEX
Exhibit No.Document
 
1.1Form of Underwriting Agreement**
4.1Amended and Restated Certificate of Incorporation(a)
4.2Amended and Restated Bylaws(b)
5.1Opinion of Davis Polk & Wardwell LLP
23.1Consent of Deloitte & Touche LLP
23.2Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
24.1Power of Attorney (included on the signature page of the Registration Statement)
**  To be filed by Current Report on Form 8-K.
(a)  Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-11904), filed March 2, 2004.
(b)  Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed August 3, 2009.

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II-7EXHIBIT INDEX

      

Previously Filed

Exhibit
Number

  

Description

  

Form

  

File No.

  

Filing Date

  

Exhibit

  

Filed
Herewith

  1.1*  Underwriting Agreement          
  2.1  Asset Purchase Agreement, dated as of February 5, 2015, among Ultra Clean Holdings, Inc., Drake Acquisition Subsidiary, Inc. and Marchi Thermal Systems, Inc.  8-K  000-50646  February 6, 2015  2.1  
  3.1  Amended and Restated Certificate of Incorporation of Ultra Clean Holdings, Inc.  S-1/A  333-11904  March 2, 2004  3.1  
  3.2  Amended and Restated Bylaws of Ultra Clean Holdings, Inc.  8-K  000-50646  August 3, 2009  3.01  
  4.1  Specimen Stock Certificate  S-1/A  333-11904  March 8, 2004  4.1  
  5.1  Opinion of Davis Polk & Wardwell LLP          X
21.1  Subsidiaries of Ultra Clean Holdings, Inc.  S-1/A  333-184941  April 2, 2013  21.1  
23.1  Consent of Deloitte & Touche, LLP          X
23.2  Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)          X
24.1  Power of Attorney (included on signature page)          X

*To be filed by post-effective amendment and incorporated herein by reference, if applicable.

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