Business Context and Reporting Period
Company: Ultra Clean Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date: March 15, 2006
Event: Completion of a public offering of common stock by selling stockholders, including FP-Ultra Clean, L.L.C. ("FP-Ultra Clean").
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes Versus Prior Period
- Shareholder Structure: FP-Ultra Clean sold an aggregate of 4,862,500 shares in the offering. Post-offering, FP-Ultra Clean holds approximately 23.0% of the Company's outstanding common stock.
- Corporate Status: The Company has ceased to be a "controlled company" under NASD Rule 4350(c)(5).
- Governance Restrictions: The Company is no longer subject to specific restrictions in the stockholders' agreement with FP-Ultra Clean that previously required FP-Ultra Clean's approval for actions such as mergers, acquisitions, asset sales, liquidation, issuance of securities, executive compensation, board appointments, charter amendments, dividend declarations, and indebtedness exceeding $10 million.
Guidance, Outlook, and Retained Rights
While many restrictions were lifted, FP-Ultra Clean retains specific rights under the stockholders' agreement:
- Board Nomination: As long as FP-Ultra Clean holds at least 20% of outstanding shares, it retains the right to nominate one-fourth of the board of directors and designate one-fourth of the members of each board committee.
- Information Rights: As long as FP-Ultra Clean holds any shares, it retains the right to receive financial information, monthly management reports, reports from independent public accountants, and other reasonably requested information regarding the Company's financial position or business.
Important Facts for Investor Verification
- Verify the exact post-offering ownership percentage of FP-Ultra Clean (stated as approximately 23.0%).
- Confirm the specific terms of the remaining stockholders' agreement regarding board nomination thresholds.
- Review subsequent filings for any changes in the Company's capital structure or executive compensation now that prior approval requirements have been lifted.