As filed with the Securities and Exchange Commission on May 31, 2013

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)
 
Delaware
(State or other  jurisdiction
of incorporation or organization)
 
  61-1430858
(IRS Employer Identification No.)
 
26462 CORPORATE AVENUE
HAYWARD, CA 94545
(Address of principal executive offices) (Zip Code)
 
                      

ULTRA CLEAN HOLDINGS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN
 (Full title of the Plan)
                      
 
Clarence L. Granger
Chief Executive Officer
Ultra Clean Holdings, Inc.
26462 Corporate Avenue
Hayward, CA 94545
(510) 576-4600
 (Name, address including zip code, and telephone number,
 including area code, of agent for service)
                      
 
Copies to:
Alan F. Denenberg, Esq.
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
                      
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

             
Large accelerated filer o
 
Accelerated filer þ
 
Non-accelerated filer o
 
Smaller reporting company o
       
(Do not check if a smaller reporting company)
   
 
CALCULATION OF REGISTRATION FEE
 
Title of
Securities
to be
Registered
 
Amount
to be
Registered (1)
Proposed
Maximum
Offering
Price
per Share (2)
Proposed
Maximum
Aggregate
Offering
Price (2)
 
Amount of
Registration
Fee
Common Stock, $0.001 par value
3,100,000 shares
$5.87
$18,197,000
$2,482.07

(1) 
This Registration Statement shall 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 the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
 
(2)  
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 Registrant’s Common Stock on May 29, 2013 as reported by the NASDAQ Global Market, rounded to the nearest penny.
 
 
 
 
 
 

PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
ITEM 1.
PLAN INFORMATION
 
The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the instructions to Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
 
ITEM 2.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
 
The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the SEC and the instructions to Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

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 SEC:
 
 
(a)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2012, filed with the SEC on March 13, 2013, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”);
 
 
(c)  
The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2013, filed with the SEC on May 3, 2013, pursuant to section 13 of the 1934 Act;
 
 
(d)  
The Registrant’s Current Reports on Form 8-K filed with the SEC on February 22, 2013 and May 24, 2013, pursuant to Section 13 or 15(d) of the 1934 Act; and
 
 
(e)  
The description of the Registrant’s 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; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.  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, as amended, 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 director’s 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
 
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
 
 
Exhibit
Number
  
 
Description
  
 
Form
 
  
 
File No.
 
  
 
Filing Date
 
  
 
Exhibit
 
  
 
Filed
Herewith
 
             
  4.1
  
Amended and Restated Certificate of Incorporation
  
S-1/A
     
333-111904
   
March 2, 2004
   
3.1
  
  
     
             
  4.2
  
Amended and Restated Bylaws
  
8-K
     
000-50646
   
August 3, 2009
   
3.01
  
  
     
                                             
5.1
  
Opinion of Davis Polk & Wardwell LLP
  
     
  
     
  
     
  
     
  
X
 
  
             
23.1
  
Consent of Deloitte & Touche LLP, independent registered public accounting firm
  
     
  
     
  
     
  
     
  
X
 
  
 
 
 
 
 
 
             
23.2
  
Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1)
  
     
  
     
  
     
  
     
  
X
 
  
             
24.1
  
Power of Attorney (included on the signature page of this registration statement)
  
     
  
     
  
     
  
     
  
X
 
  
             
99.1
  
Amended and Restated Stock Incentive Plan
  
8-K       000-50646    
May 24, 2013
   
10.1
  
  
 
   
             

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 (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) 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; provided , however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference 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 Registrant’s 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 foregoing provisions 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 Hayward, State of California, on the 31 st day of May, 2013.
 
 
 
Ultra Clean Holdings, Inc.
     
 
By:
  /s/ Clarence L. Granger
 
 Name:
 Clarence L. Granger
 
 Title:
 Chairman, Chief Executive Officer and
 Director

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Clarence L. Granger and Kevin C. Eichler, 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.

Name
 
 
Title
 
Date
 
 
/s/ Clarence L. Granger
 
Chairman, Chief Executive Officer (Principal Executive Officer) and Director
May 31, 2013
Clarence L. Granger
     
       
/s/ Kevin C. Eichler
 
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
May 31, 2013
Kevin C. Eichler
   
       
/s/ Susan Billat
 
Director
May 31, 2013
Susan Billat
     
       
/s/ John Chenault
 
Director
May 31, 2013
John Chenault
     
       
/s/ David ibnAle
 
Director
May 31, 2013
David ibnAle
     
       
/s/ Leonid Mezhvinsky
 
Director
May 31, 2013
Leonid Mezhvinsky
     
 

 
 
 
EXHIBIT INDEX

 
Exhibit
Number
  
 
Description
  
 
Form
 
  
 
File No.
 
  
 
Filing Date
 
  
 
Exhibit
 
  
 
Filed
Herewith
 
             
  4.1
  
Amended and Restated Certificate of Incorporation
  
S-1/A
     
333-111904
   
March 2, 2004
   
3.1
  
  
     
             
  4.2
  
Amended and Restated Bylaws
  
8-K
     
000-50646
   
August 3, 2009
   
3.01
  
  
     
                                             
  5.1
  
Opinion of Davis Polk & Wardwell LLP
  
     
  
     
  
     
  
     
  
X
 
  
             
23.1
  
Consent of Deloitte & Touche LLP, independent registered public accounting firm
  
     
  
     
  
     
  
     
  
X
 
  
             
23.2
  
Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1)
  
     
  
     
  
     
  
     
  
X
 
  
             
24.1
  
Power of Attorney (included on the signature page of this registration statement)
  
     
  
     
  
     
  
     
  
X
 
  
             
99.1
  
Amended and Restated Stock Incentive Plan
  
8-K
      000-50646    
May 24, 2013
   
10.1
  
  
 
   
             

 
EXHIBIT 5.1
 
OPINION OF COUNSEL



May 31, 2013


Ultra Clean Holdings, Inc.
26462 Corporate Avenue
Hayward, CA 94545

Ladies and Gentlemen:

We have acted as counsel for Ultra Clean Holdings, Inc., a Delaware corporation (the “ Company ”), in connection with a registration statement on Form S-8 (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the registration of 3,100,000 shares (the “ Shares ”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to the Company’s Amended and Restated Stock Incentive Plan (the “ Plan ”).

We have examined originals or copies of such documents, corporate records and other instruments as we have deemed necessary for the purposes of rendering this opinion.

On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued pursuant to the Plan upon receipt by the Company of the payment therefor, will be validly issued, fully paid and non-assessable. 

We are members of the Bars of the States of California and New York, and the foregoing opinion is limited to the federal laws of the United States of America and the General Corporation Law of the State of Delaware.
 
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  
 
 
 
Very truly yours,
   
 
/s/  Davis Polk & Wardwell LLP
 

 

 
Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of Ultra Clean Holdings, Inc. and the effectiveness of Ultra Clean Holdings, Inc.'s internal control over financial reporting dated March 13, 2013, appearing in the Annual Report on Form 10-K of Ultra Clean Holdings, Inc. for the year ended December 28, 2012.
 

/s/  Deloitte & Touche LLP

San Jose, California
 
May 31, 2013