sv8
As filed with the Securities and Exchange Commission on April 09, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ULTRA CLEAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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61-1430858 |
(State or other jurisdiction
of incorporation or organization)
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(IRS Employer Identification No.) |
150 INDEPENDENCE DRIVE
MENLO PARK, CA 94025
(Address of principal executive offices) (Zip Code)
ULTRA CLEAN HOLDINGS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full title of the Plan)
INCORPORATING SERVICES, INC.
15 EAST NORTH STREET
DOVER, DE 19901
(800) 346-4646
(Name, address including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Alan F. Denenberg, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Title of |
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Maximum |
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Maximum |
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Securities |
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Amount |
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Offering |
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Aggregate |
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Amount of |
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to be |
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to be |
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Price |
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Offering |
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Registration |
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Registered |
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Registered (1) |
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per Share (2) |
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Price (2) |
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Fee |
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Common Stock, $0.001 par value |
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370,228 shares |
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$ |
17.67 |
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6,541,929 |
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$ |
201 |
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(1) |
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This Registration Statement covers shares being added to the Ultra Clean Holdings, Inc.
Amended and Restated Stock Incentive Plan. This Registration Statement shall also cover any
additional shares of common stock which become issuable under the Ultra Clean Holdings, Inc.
Amended and Restated Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without Registrants receipt of
consideration which results in an increase in the number of the outstanding shares of
Registrants common stock. |
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(2) |
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Calculated under Rule 457(h) of the Securities Act of 1933, as amended (1933 Act), on the
basis of the average of the high and low selling prices per share of the Registrants Common
Stock on April 4, 2007 as reported by the NASDAQ Global Market. |
TABLE OF CONTENTS
PART II
Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference
Ultra Clean Holdings, Inc. (the Registrant) hereby incorporates by reference into this
Registration Statement the following documents previously filed with the Securities and Exchange
Commission (the SEC):
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(a) |
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The Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 2006, filed with the SEC on March 29, 2007, pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the 1934 Act); |
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(b) |
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The Registrants Current Report on Form 8-K filed with the SEC on February 12,
2007, pursuant to Section 13 or 15(d) of the 1934 Act; and |
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(c) |
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The description of the Registrants common stock contained in its Registration
Statement on Form 8-A, filed on March 23, 2004, pursuant to Section 12(g) of the 1934
Act, including any amendment or report filed for the purpose of updating such
description. |
All reports and definitive proxy or information statements filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
Not Applicable.
Item 6.
Indemnification of Directors and Officers
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 for any breach of the directors duty of loyalty to the corporation
or its stockholders, for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or for any transaction from which the director
derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law, as amended, 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 of the corporation, subject to certain
limitations. 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.
Amended and Restated Certificate of Incorporation and Bylaws
Article Eight of our amended and restated certificate of incorporation provides for
indemnification by us of our directors, officers and employees to the fullest extent permitted by
Delaware law. Article Eight also provides that we may maintain insurance on behalf of our
directors, officers and employees.
Indemnification Agreements and Directors and Officers Liability Insurance
The Registrant expects to maintain standard policies of insurance that provide coverage (1) to
our directors and officers against loss rising from claims made by reason of breach of duty or
other wrongful act, and (2) to us with respect to indemnification payments that we may make to such
directors and officers.
We have also entered into separate indemnification agreements with our directors and officers
which may be broader than the indemnification provisions contained in Delaware law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number |
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Exhibit |
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5.1
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Opinion of Davis Polk & Wardwell |
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23.1
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Consent of Independent Registered Public Accounting Firm |
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23.2
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Consent of Davis Polk & Wardwell (included in Exhibit 5.1) |
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Power of Attorney (included on signature page) |
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99.1(1)
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Ultra Clean Holdings, Inc. Amended and Restated Stock Incentive Plan |
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(1) |
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Incorporated by reference to Exhibit 99.1 of the Registrants Form S-8 filed on
March 30, 2004. |
Item 9. Undertakings
a. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material information
with respect to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration Statement;
(2) that for the purpose of determining any liability under the 1933 Act each such
post-effective amendment 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 bona fide offering thereof; and
(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.
b. The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrants annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this 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 bona
fide offering thereof.
c. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers, or controlling persons of the Registrant pursuant to the indemnification
foregoing provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in
the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 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 Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on the
9th day of April, 2007.
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Ultra Clean Holdings, Inc.
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By: |
/s/ Clarence L. Granger
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Clarence L. Granger |
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Chief Executive Officer |
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Date: April 09, 2007
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Clarence L. Granger and Jack Sexton, and each of them, as his/her true and lawful
attorneys-in-fact and agents, with full power of substitution and re-substitution, for him/her in
any and all capacities, to sign any and all amendments to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming that each of said
attorneys-in-fact and agents, or his 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 Report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
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Name |
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Title |
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Date |
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Chief Executive Officer (Principal
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April 09, 2007 |
/s/ Clarence L. Granger
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Executive Officer) and Director |
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Clarence L. Granger |
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/s/ Leonid Mezhvinsky
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President and Director
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April 09, 2007 |
Leonid Mezhvinsky |
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Vice President and Chief Financial Officer
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April 09, 2007 |
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(Principal Financial Officer and |
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/s/ Jack Sexton
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Principal Accounting Officer) |
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Jack Sexton |
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/s/ Brian R. Bachman
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Director
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April 09, 2007 |
Brian R. Bachman |
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/s/ Susan H. Billat
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Director
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April 09, 2007 |
Susan H. Billat |
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/s/ Kevin C. Eichler
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Director
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April 09, 2007 |
Kevin C. Eichler |
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/s/ David ibnAle
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Director
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April 09, 2007 |
David ibnAle |
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/s/ Thomas M. Rohrs
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Director
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April 09, 2007 |
Thomas M. Rohrs |
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EXHIBIT INDEX
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Exhibit Number |
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Exhibit |
5.1
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Opinion of Davis Polk & Wardwell |
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23.1
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Consent of Independent Registered Public Accounting Firm |
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23.2
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Consent of Davis Polk & Wardwell (included in Exhibit 5.1) |
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Power of Attorney (included on signature page) |
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99.1(1)
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Ultra Clean Holdings, Inc. Amended and Restated Stock Incentive Plan |
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(1) |
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Incorporated by reference to Exhibit 99.1 of the Registrants Form S-8 filed on
March 30, 2004. |