Ultra Clean Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Ultra Clean Holdings, Inc. on June 13, 2013. The filing reports the entry into a material definitive agreement regarding the resale of shares issued in connection with the Company's acquisition of American Integration Technologies LLC ("AIT").
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a contractual amendment and does not contain financial performance data.
Material Changes
On June 13, 2013, the Company and AIT Holding Company LLC entered into Amendment No. 1 to their Registration Rights Agreement. This amendment modifies the period during which the Company must use reasonable best efforts to keep a Registration Statement (File No. 333-184941) continuously effective for the resale of shares issued to AIT Holding. The amended terms require the Registration Statement to remain effective until the earliest of:
- One year following the date of effectiveness (subject to extension);
- The date all Resale Shares are sold; or
- The date all Resale Shares are freely transferable under Rule 144(b)(1).
Regarding Rule 144 transferability, after July 3, 2013, shares held by AIT Holding and the "HL Funds" (affiliates of Houlihan Lokey) will be deemed freely transferable three months after their collective holdings fall below 10.0% of the Company's outstanding common stock.
Guidance, Outlook, and Risks
The filing does not contain management guidance, financial outlook, or specific risk factors beyond the standard incorporation of the full text of Amendment No. 1. The document references prior agreements, including an Agreement and Plan of Merger and a Lock-Up and Standstill Agreement, which were filed in a previous 8-K on May 23, 2012.
Key Facts for Investor Verification
- Verify the effective date of the Registration Statement (File No. 333-184941) to determine the one-year deadline for continuous effectiveness.
- Monitor the aggregate number of Resale Shares held by AIT Holding and the HL Funds to assess when the 10% threshold for Rule 144 transferability is met.
- Review the full text of Amendment No. 1 (Exhibit 4.1) for specific conditions regarding extensions of the registration period.
- Confirm the status of the Lock-Up and Standstill Agreement referenced from the May 23, 2012 filing.