SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of report (Date of earliest event reported): February 22, 2021 |
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| ULTRA CLEAN HOLDINGS, INC. |
(Exact Name of Registrant as Specified in Charter) |
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| | Delaware | |
| | (State or Other Jurisdiction of Incorporation) | |
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| 000-50646 | | 61-1430858 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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26462 CORPORATE AVENUE HAYWARD, CA | | 94545 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: (510) 576-4400 |
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| n/a |
| (Former Name or Former Address, if Changed Since Last Report) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | UCTT | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 – Regulation FD Disclosure.
On February 22, 2021, Ultra Clean Holdings, Inc. (the “Company”) will disseminate lender presentation materials in connection with the syndication process for a $355 million senior secured incremental term loan B facility (the “Incremental Term Loan”) which shall constitute an increase to the amount of term loan indebtedness outstanding under Ultra Clean’s existing credit agreement, dated as of August 27, 2018 and amended as of October 1, 2018 (the “Existing Credit Facility”). The Incremental Term Loan relates to the Company’s previously announced acquisition of Ham-Let (Israel-Canada) Ltd. (“Ham-Let”), a public company listed on the Tel Aviv stock exchange, as described in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 17, 2020.
A copy of the lender presentation materials is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (including Exhibit 99.1) contains forward-looking statements that relate to future events. The Company cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect the Company’s current expectations, and the Company does not undertake to update or revise these forward looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other Company statements will not be realized, except as required by law. Further, these statements involve risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from the forward-looking statements. Statements related to, among other things, the consummation of the syndication of the Incremental Term Loan and potential changes in market conditions constitute forward-looking statements. For a description of additional factors that may cause the Company’s actual results, performance or expectations to differ from any forward-looking statements, please review the information set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the Securities and Exchange Commission.
Certain Information
The information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to this Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | ULTRA CLEAN HOLDINGS, INC. |
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| Date: | February 22, 2021 | | By: | /s/ Paul Y. Cho |
| | | | | Name: | Paul Y. Cho |
| | | | | Title: | General Counsel and Corporate Secretary |
