Business Context and Reporting Period
Ultra Clean Holdings, Inc. filed an amended Current Report on Form 8-K/A on September 12, 2006, regarding an event that occurred on June 29, 2006. The filing serves to provide financial statements and pro forma information related to the acquisition of Sieger Engineering, Inc. ("Sieger").
Key Financial Metrics
This filing does not contain specific revenue, profit, cash flow, margin, debt, or liquidity figures for Ultra Clean Holdings, Inc. or Sieger Engineering, Inc. within the text body. The document states that the required financial statements for Sieger for the years ended December 31, 2005, 2004, and 2003 are attached as Exhibit 99.1. Similarly, pro forma financial information for the three months ended March 31, 2006, and the twelve months ended December 31, 2005, is attached as Exhibit 99.2.
Material Changes
The primary material change reported is the completion of the acquisition of Sieger Engineering, Inc. on June 29, 2006. The transaction was executed pursuant to an Agreement and Plan of Merger and Reorganization involving Ultra Clean, Sieger, Bob Acquisition Inc., Pete Acquisition LLC, Sieger shareholders, and Leonid Mezhvinsky. This filing amends a previous Form 8-K filed on July 6, 2006, to include the necessary financial exhibits.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, future guidance, outlook, or specific risk factors related to the acquisition. It strictly reports the completion of the transaction and the inclusion of financial exhibits.
Investor Verification Checklist
- Review Exhibit 99.1 for Sieger Engineering, Inc.'s historical financial statements for 2003, 2004, and 2005.
- Review Exhibit 99.2 for pro forma financial information reflecting the acquisition as of March 31, 2006, and for the year ended December 31, 2005.
- Verify the terms of the Agreement and Plan of Merger and Reorganization referenced in Item 2.01.
- Confirm the consent of the Independent Registered Public Accounting Firm (Exhibit 23.1) regarding Sieger's financial statements.