May 10, 2005
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
RE: Amended Schedule 13G
Ultra Clean Holdings, Inc.
As of December 31, 2004
Gentlemen:
In accordance with Section 13(d)(5) of the Securities
Exchange Act of 1934, attached please find a copy of an
Amended Schedule 13G for the above named company showing
beneficial ownership greater than 5% as of December 31, 2004
filed on behalf of Eagle Asset Management, Inc.
Very truly yours,
Damian Sousa
Vice President
Chief Compliance Officer
DS:jgh
Enclosures
cc: Office of the Corporate Secretary
Ultra Clean Holdings, Inc.
150 Independence Drive
Menlo Park, CA 94025
Securities Division
NASD Financial Center
33 Whitehall Street
New York, NY 10004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Ultra Clean Holdings, Inc.
(Name of Issuer)
Common Stock par value $.001 per share
(Title of Class of Securities)
90385V107
(CUSIP Number)
Check the following box if a fee is being paid with this statement _____.
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act(however, see the Notes).
Page 1 of 5 Pages
CUSIP NO. 90385V107 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eagle Asset Management, Inc. 59-2385219
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ______ (B) ______
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida
NUMBER OF SHARES BENEFICIALLY OWNED AS OF DECEMBER 31, 2004 BY EACH
REPORTING PERSON WITH
5 SOLE VOTING POWER 1,522,800
6 SHARED VOTING POWER - - -
7 SOLE DISPOSITIVE POWER 1,522,800
8 SHARED DISPOSITIVE POWER
- - -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,522,800
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.84%
12 TYPE OF REPORTING PERSON* IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
Item 1(a) Name of Issuer:
Ultra Clean Holdings, Inc.
Item 1(b) Address of Issuer's Principal Executing Offices:
150 Independence Drive
Menlo Park, CA 94025
Item 2(a) Name of Person Filing:
Eagle Asset Management, Inc.
Item 2(b) Address of Principal Business Office:
880 Carillon Parkway
St. Petersburg, Florida 33716
Item 2(c) Citizenship:
Florida
Item 2(d) Title of Class of Securities:
Common Stock par value $.001 per share
Item 2(e) CUSIP Number:
90385V107
Item 3 Type of Reporting Person:
(e) Investment Adviser registered under Section 203
of the Investment Advisors Act of 1940
Page 3 of 5 Pages
Item 4 Ownership as of December 31, 2004:
(a) Amount Beneficially Owned:
1,522,800 shares of common stock beneficially owned including:
No. of Shares
Eagle Asset Management, Inc. 1,522,800
(b) Percent of Class: 9.84%
(c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv)
Deemed Deemed
Deemed Deemed to have to have
to have to have Sole Power Shared Power
Sole Power Shared Power to Dispose to Dispose
to Vote or to Vote or or to or to
to Direct to Direct Direct the Direct the
to Vote to Vote Disposition Disposition
Eagle Asset 1,522,800 ---- 1,522,800 ----
Management, Inc.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following.
( )
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company:
N/A
Page 4 of 5 Pages
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification:
By signing below I certify that to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction
having such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: May 10, 2005 EAGLE ASSET MANAGEMENT, INC.
_________________________
Damian Sousa
Vice President
Chief Compliance Officer
Page 5 of 5 Pages