Current Report Filing (8-k)
July 27 2017 - 3:17PM
Edgar (US Regulatory)
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): July 27, 2017
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ULTRA CLEAN HOLDINGS, INC.
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(Exact Name of Registrant
as Specified in Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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000-50646
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61-1430858
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(Commission File Number)
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(IRS Employer Identification No.)
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26462 CORPORATE AVENUE
HAYWARD, CA
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94545
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (510) 576-4400
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n/a
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(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):
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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.
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Item 2.02 Results of Operations and Financial Condition
On July 27, 2017, Ultra Clean Holdings, Inc. (the “Company”)
issued a press release announcing its financial results for its second fiscal quarter ended June 30, 2017. A copy of the Company’s
press release is attached hereto as Exhibit 99.1.
The information furnished under Item 2.02 of this Current Report
on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into the Company’s
filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2017, the Company announced that its current Chief
Executive Officer, Jim Scholhamer, will be taking a leave of absence to address a medical condition, starting July 31, 2017. He
is expected to be on leave for approximately two months. During Mr. Scholhamer’s leave of absence, the Company has named
Sheri Brumm, the Company’s current Chief Financial Officer and Senior Vice President, Finance, as the Company’s acting
Chief Executive Officer.
Ms. Brumm, 46, has served as the Company’s Chief Financial
Officer since July 2016. Ms. Brumm joined the Company as the Senior Director of Finance in April 2009. She was Senior Vice President
of Finance and Chief Accounting Officer from February 2016 to July 2016. Prior to joining the Company, Ms. Brumm served at Credence
Systems Corporation, a manufacturer of test equipment for the global semiconductor industry, as its Corporate Controller and Vice
President of Finance from February 2008 to February 2009 and as Director of Internal Audit from May 2006 to February 2008. Prior
to Credence Systems, Ms. Brumm served in various accounting and finance roles at Protiviti, a global business consulting and internal
audit firm, and KLA-Tencor Corporation, a supplier of process control and yield management solutions for the semiconductor and
related nanoelectronics industries. Ms. Brumm also served as Manager, Business Process Risk Accounting, at Arthur Anderson LLP,
the former accounting firm, from May 1996 to October 1999. Ms. Brumm holds a Bachelor of Science degree in Managerial Economics
from the University of California, Davis.
In recognition of Ms. Brumm’s expanded duties during Mr.
Scholhamer’s leave of absence, Ms. Brumm’s annual target bonus will be increased from 75% to 100% of her base salary
for the second half of fiscal 2017, and Ms. Brumm will receive an award of 10,000 restricted stock units that will vest in three
equal installments on each anniversary of the grant date, subject to the terms and conditions of the Company’s Stock Incentive
Plan.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No.
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Exhibit Description
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99.1
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Press Release dated July 27, 2017
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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.
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ULTRA CLEAN HOLDINGS, INC.
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Date:
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July 27, 2017
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By:
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/s/ Sheri Brumm
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Name:
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Sheri Brumm
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Title:
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Chief Financial Officer, Senior Vice President and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit Description
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99.1
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Press Release dated July 27, 2017
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