SECURITIES AND EXCHANGE COMMISSION
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): February 4, 2009
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-50646
(Commission File Number)
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61-1430858
(IRS Employer Identification No.) |
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26462 CORPORATE AVENUE,
HAYWARD, CA
(Address of Principal Executive Offices)
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94545
(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):
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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)) |
Item 1.01 Entry into a Material Definitive Agreement
On February 4, 2009, Ultra Clean Technology Systems and Services, Inc. and UCT Sieger Engineering
LLC (the “Borrowers”), each a wholly-owned subsidiary of Ultra Clean Holdings, Inc. (the
“Company”), entered into a Sixth Amendment to the Loan and Security Agreement and Amendment to
Guaranty (the “Loan Amendment”) with Silicon Valley Bank (the “Lender”) to amend the Loan and
Security Agreement dated as of June 29, 2006 between the Borrowers and the Lenders (the “Loan
Agreement”) and to amend the Unconditional Guaranty by the Company in favor of the Lender in
connection with the Loan Agreement.
The Loan Amendment extends the maturity on the credit facilities to January 29, 2012, while
reducing the revolving line of credit to $20 million from
$25 million (subject to the borrowing base maximum), based on the Borrowers’
request, and a new term loan of $3 million.
The interest on outstanding loans under the revolving line of credit and the term loan is amended
to a rate per annum of prime rate plus 0.25% subject to a prime rate floor of 4.00%. The Borrowers
are required to pay an unused line fee of 0.40% per annum payable monthly in arrears on the unused
portion of the revolving line.
The Loan Amendment amends the financial covenants to include a maintenance of a minimum monthly
tangible net worth and a minimum monthly liquidity coverage ratio, each as defined and further
described in the Loan Amendment.
The
foregoing description is qualified in its entirety by reference to
the Loan Agreement, as amended, attached
hereto as Exhibits 10.1.
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review
On
February 4, 2009, the Audit Committee of the Board of Directors of the Company in consultation with management concluded that the previously issued Condensed
Consolidated Balance Sheet as of September 26, 2008 presented in the quarterly report on Form 10-Q
for the periods ended September 26, 2008 incorrectly presented a certain debt obligation in the
amount of $15 million as a long term debt obligation instead of
a current debt obligation. The $15 million debt obligation was due to
expire on June 29, 2009 and this outstanding loan under the Loan
Agreement discussed above has now been extended to expire on January
29, 2012. As
such, the Audit Committee and management concluded that the Condensed Consolidated Financial
Statements for the quarterly period ended September 26, 2008 should no longer be relied upon. The
Company intends to file an amended quarterly report on Form 10-Q/A for the period ended September
26, 2008 today.
The error only impacted the Condensed Consolidated Balance Sheet as of September 26, 2008 and
has no impact on any other financial statements for the quarterly period ended September 26, 2008,
or any other period.
Management and the Audit Committee have discussed the matters disclosed pursuant to this Item
4.02(a) filing with the Company’s independent registered accounting firm.
Management,
in consultation with the Audit Committee, has concluded that
this error constitutes a material weakness in the Company’s internal controls over
financial reporting as defined by the Public Company Accounting Oversight Board.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1: |
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Loan and Security Agreement, dated
June 29, 2006 among the Lender and the Borrowers, as amended through
February 4, 2009
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99.1: |
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Press Release issued by Ultra Clean
Holdings, Inc. dated February 5, 2009.
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