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): March 25, 2019
 
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))

 

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. ☐

 

 
 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On March 25, 2019, Ultra Clean Holdings, Inc. (“the Company”) announced that it had appointed Vijayan Chinnasami as the Company’s Chief Operating Officer. Mr. Chinnasami is expected to commence his employment with the Company on April 1, 2019.

 

Prior to joining the Company, Mr. Chinnasami, 53, served as the Senior Vice President of EMS Operations at Jabil Inc. from March 2017 to March 2019, as Chief Executive Officer of CaliBurger (Malaysia) from January 2015 to January 2017 and as Chief Executive Officer of Advanced Optronic Devices (Malaysia) from January 2014 to January 2017. Prior to that, Mr. Chinnasami served in various capacities with SunEdison International, Inc. (formerly MEMC Electronic Materials, Inc.), including most recently as Senior Vice President, Solar Materials, from May 2010 to August 2014, where his responsibilities included the executive management of the polysilicon, wafer, cell and module businesses. Mr. Chinnasami’s previous roles have also included Senior Vice President of the Industrial Business Unit at Johnson Electric Health Hong Kong and Vice President and General Manager of the Consumer Segment business unit of Flextronics International, Ltd. Mr. Chinnasami holds a Bachelor’s degree in Production Engineering from Swinburne University of Technology.

 

Mr. Chinnasami’s offer letter from the Company provides that his salary shall be $465,000 per year. Mr. Chinnasami is also eligible to participate in the Company’s management bonus plan, which includes an initial target payout of 75% of his base salary on an annualized basis after one full quarter of employment. The offer letter provides that Mr. Chinnasami is to receive an award of restricted stock units of the Company on the last Friday of the month in which Mr. Chinnasami is appointed that is valued at $900,000, which will vest over three years in equal annual installments on each anniversary of the grant date and shall otherwise be subject to the terms and conditions set forth in the Company’s standard form of restricted stock unit agreement and stock incentive plan. Under the offer letter, Mr. Chinnasami is also entitled to certain other benefits, including a transportation and mobile phone allowance during his employment.

 

In connection with Mr. Chinnasami’s appointment, the Company expects to enter into its standard form change in control severance agreement with Mr. Chinnasami in the form previously approved by the Company, and Mr. Chinnasami will be eligible to participate under the Company’s Severance Benefits for Executive Officers policy.

 

The foregoing is only a summary of the terms of the offer letter, and is qualified in its entirety by reference to the offer letter that is filed as Exhibit 99.1 hereto.

 

Item 8.01 Other Events

 

On March 25, 2019, the Company issued a press release announcing the appointment of Mr. Chinnasami as the Company’s Chief Operating Officer. A copy of the press release announcing the pricing of the term loan facility is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit

No.  

  Exhibit Description
99.1   Offer letter between the Company and Mr. Chinnasami
99.2   Press release announcing the appointment of Mr. Chinnasami as Chief Operating Officer

 

 

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: March 28, 2019   By: /s/ Sheri Savage
        Name: Sheri Savage
        Title: Chief Financial Officer, Senior Vice President of Finance and Secretary

 

 

 

Exhibit 99.1

 

 

Ultra Clean Technology Systems and Service , Inc.  

 

 

December 17, 2018

 

 

 

Vijay Chinnasami

 

 

 

Dear Vijay :

 

LETTER OF EMPLOYMENT

 

We are pleased to confirm the offer of employment with Ultra Clean Asia Pacific Pte. Ltd (hereinafter referred to as “UCAP”) in the position of COO reporting to Jim Scholhamer, CEO; located at our facility at 2 Woodlands Sector 1, Spectrum- I , #01-18/#05-22, Singapore 738068.

 

Commencement date: April 1, 2019

 

Compensation: 

Your annual salary will be $465,000.00 USD (This includes the 13th month.) 

You will also be entitled to a transport allowance of $5000 per month. 

Your monthly mobile phone bill will be on reimbursement basis through expense claim process. You are eligible for the UCT Management Bonus Plan which includes an initial target payout of 75% of your base salary on an annualized basis after one full quarter of employment.

 

You will be eligible for $900,000.00 USD Restricted Stock Award (“RSU's” of our parent company Ultra Clean Holdings Inc. that will be granted on the last Friday of the month of your joined date, (Nasdaq ticker: “UCTT”) to be approved by the Board of Directors of Ultra Clean Holdings, Inc., with 1/3 of the award vesting upon the first anniversary of the date of the grant (last Friday of the grant month), an additional 1/3 vesting upon the second anniversary of the date of the grant (last Friday of the grant month) and the last l/3 vesting upon the third anniversary of the date of the grant (last Friday of the grant month), subject to the terms and conditions of our Amended and Restated Stock Incentive Plan.

 

Benefits: 

In accordance with UCAP policy, your annual leave will be 17 working days. {The annual leave will be increased by 1 day upon completion of each 2 years of continuous service with UCAP or upon promotion at the discretion of UCT leadership up to a maximum leave allowance of 21 days). During your employment, the company will provide medical and dental coverage for yourself, your spouse and children under 18 years of age, subject to the condition that your spouse and children are not already covered under another employer's scheme.

 

Levels and scope of coverage (“Executive”) will be according to UCAP local employee and UCT Group policies and procedures. Your employment will be subject to all applicable statutory terms and conditions of employment applicable in Singapore and to the employee code of conduct of UCT Group. In addition, your employment is subjected to the status of the pre-employment check report and successful application of work pass if applicable.

 

Termination of Employment: 

During your probation , (first 3 months of employment), either party may terminate the employment by giving to the other party one (1) months' notice in writing on condition that the termination is in compliance with applicable laws.

 

After probation, the notice of termination to be given by either party shall be two (2) months' notice in writing or payment of two (2) months' basic salary in-lieu of notice and the termination shall also be in compliance with applicable laws.

 

 

 

UCT 

26462 Corporate Ave., Hayward, CA 94545 

Tel: (510) 576-4400 Fax: (510) 576-4403 www.uct.com

 

 

 

Ultra Clean Technology Systems and Service , Inc.  

 

Conflict of Interest: 

You shall not at any time during the continuance of your employment:

 

Engage directly or indirectly in any other business or occupation whatever either as principal, agent, employee, servant, broker, contractor or otherwise, or engage in any activity whether directly or indirectly, to the detriment of the Company's business interests;

 

Assist any person, firm or company with technical advice or assistance in relation to any business competing with the Company;

 

Solicit or entice away or attempt to solicit or entice away from the Company the custom of any person, firm, company or organization who shall at any time have been a customer, client, distributor or agent of the Company or in the habit of dealing with the Company.

 

You shall not by any means or anytime, use any confidential information whatsoever which you may possessed or acquired during the course of your employment with the Company, which may cause loss or injury to the Company.

 

As a UCAP employee, you will be required to comply with all general rules, employee policies, safety and security practices applicable at the Singapore site and at any UCT facilities that you may visit worldwide. You shall also abide and comply with Singapore taxation regulation and do your due diligence to ensure on-time income tax payment that occur annually.

 

Upon commencement of employment, you will be required to sign an employee confidentiality and non-disclosure agreement.

 

We are looking forward having you join us as an employee of Ultra Clean Asia Pacific Pte. Ltd and part of the Ultra Clean Technology team worldwide.

 

Yours sincerely,

 

Jim Scholhamer 

CEO 

Ultra Clean Technology Systems and Service, Inc.

 

/s/ Jim Scholhamer 12/12/18     

 

Acceptance of Appointment:

 

I,      Vijayan Chinnasami       o f I D No/Passport No: [*********]                                      

 

Agree and accept this offer under the above mentioned terms and conditions.

 

/s/ Vijayan Chinnasami 12/27/18     
   
Signature Date

 

 

 

 

 

UCT 

26462 Corporate Ave., Hayward, CA 94545 

Tel: (510) 576-4400 Fax: (510) 576-4403 www.uct.com

 

 

Exhibit 99.2

 

Press Release    Source: Ultra Clean Holdings, Inc.

 

 

Vijayan Chinnasami Joins Ultra Clean Technology as Chief Operating Officer

 

HAYWARD, Calif., March 25, 2019 /PRNewswire/ Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today announced that the company has enhanced its executive team by appointing Vijayan Chinnasami as Chief Operating Officer.

 

Mr. Chinnasami has spent more than 25 years directing multi-billion-dollar manufacturing operations in the US, Latin America, Europe and Asia. Most recently, Vijay held the role of Senior Vice President, EMS Operations for Jabil Circuit, and prior to that, held similar roles at MEMC, Flextronics and Sony. Vijay has successfully overseen manufacturing product integration, development and operations processes, and has implemented disciplines designed to maximize supply chain and manufacturing efficiencies on a global scale. As COO based in Singapore, Mr. Chinnasami will help to enrich the technology and service solutions that UCT’s semiconductor customers need to win in their marketplaces.

 

“We believe that Vijay’s operational roles with global capital equipment and service companies makes him particularly well-qualified to help UCT extend its market leadership position by applying disciplines that will enable us to scale our operations effectively,” said Jim Scholhamer, CEO. “His expertise in improving operational efficiencies, predictability and reliability will assist in reducing overall operating costs that should drive improved profitability.”

 

Mr. Chinnasami holds a Bachelor in Production Engineering from Swinburne University of Technology Victoria in Australia. Vijay is fluent in four languages and will be based out of UCT’s Singapore office, strategically close to major IDM and OEM customers.

 

About Ultra Clean Holdings, Inc.

 

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, ultra-high purity cleaning and analytical services primarily for the semiconductor industry. Ultra Clean offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and component manufacturing, and tool chamber parts cleaning and coating, as well as microcontamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

 

Contact:

 

Rhonda Bennetto

Vice President Investor Relations

250-307-9030