SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of report (Date of earliest event reported): May 3, 2021 |
| |
| ULTRA CLEAN HOLDINGS, INC. |
(Exact Name of Registrant as Specified in Charter) |
| | Delaware | |
| | (State or Other Jurisdiction of Incorporation) | |
| 000-50646 | | 61-1430858 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| |
26462 CORPORATE AVENUE HAYWARD, CA | | 94545 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| |
| | | |
| Registrant’s telephone number, including area code: (510) 576-4400 |
| |
| n/a |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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. ☐
On April 13, 2021, Ultra Clean Holdings, Inc. (the “Company”) closed its previously announced registered underwritten public offering of 3,181,818 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to an underwriting agreement dated April 8, 2021 (the “Underwriting Agreement”) by and between the Company and Needham & Company, LLC as representative of the several underwriters named therein (the “Underwriters”), at a price of $55.00 per share to the public (the “Offering Price Per Share”).
Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 477,272 shares of Common Stock (the “Option Shares”) at the Offering Price Per Share, which the Underwriters exercised in full on April 26, 2021. On May 3, 2021, the Company closed the offering of the Option Shares.
The Company received net proceeds from the sale of the Option Shares of approximately $25.2 million, after deducting the underwriting discount.
A copy of the opinion of Davis Polk & Wardwell LLP relating to the validity of the Option Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
| 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. |
| | | |
| | | |
| Date: | May 3, 2021 | | By: | /s/ Sheri Savage |
| | | | | Name: | Sheri Savage |
| | | | | Title: | Chief Financial Officer and Senior Vice President of Finance |
