0000905718-13-000204.txt : 20131101 0000905718-13-000204.hdr.sgml : 20131101 20131101162808 ACCESSION NUMBER: 0000905718-13-000204 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131101 DATE AS OF CHANGE: 20131101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA CLEAN HOLDINGS INC CENTRAL INDEX KEY: 0001275014 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 611430858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79796 FILM NUMBER: 131186366 BUSINESS ADDRESS: STREET 1: 26462 CORPORATE AVENUE CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: (510) 576-4400 MAIL ADDRESS: STREET 1: 26462 CORPORATE AVENUE CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harvey Partners, LLC CENTRAL INDEX KEY: 0001406484 IRS NUMBER: 203760303 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 551 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: (212) 389-8760 MAIL ADDRESS: STREET 1: 551 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10176 SC 13G 1 ultracl13goct13.htm ULTRA CLEAN SCHEDULE 13G ultracl13goct13.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
  (Amendment No.    )*
 
 
ULTRA CLEAN HOLDINGS, INC.
(Name of Issuer)
 
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
 
90385V107
(CUSIP Number)
 
October 25, 2013
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
[   ]  Rule 13d-1(b)
[X]  Rule 13d-1(c)
[   ]  Rule 13d-1(d)
 
 
 
 
 
 
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 
 
 
 
 
CUSIP NO.  90385V107
 
     
(1)
Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons (entities only):
  
 
 
  
 
        Harvey Partners, LLC  20-3760303
  
     
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)  
          
     (b)  
          
         
 
(3)
SEC Use Only
  
     
 
(4)
Citizenship or Place of Organization:   Delaware, United States
  
     
 
Number of Shares Beneficially Owned by
Each Reporting Person With
(5)  Sole Voting Power:
1,446,000*
  
(6)  Shared Voting Power:
0*
 
(7)  Sole Dispositive Power:
1,446,000*
  
(8)  Shared Dispositive Power:
0*
   
 
   
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person:      1,446,000*
   
   
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):     
   
   
(11)
Percent of Class Represented by Amount in Row (9):     5.1%**
   
   
(12)
Type of Reporting Person (See Instructions):     IA
   
 
*As of October 25, 2013, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 266,306 shares of common stock, par value $0.001 per share (the “Common Shares”) of Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”).  As of October 25, 2013, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company (“SMidCap Offshore Fund”), held 656,223 Common Shares. As of October 25, 2013, Harvey QP, LP, a Delaware limited partnership (“Harvey QP”), held 523,471 Common Shares.  Harvey Partners, LLC, a Delaware limited liability company (“Harvey Partners”), is the investment manager of SMidCap Fund, SMidCap Offshore Fund and Harvey QP, and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by SMidCap Fund, SMidCap Offshore Fund and Harvey QP. James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners.
 
 

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**Based upon information set forth in the Company’s most recent Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013, there were 28,454,048 Common Shares outstanding as of July 26, 2013. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Harvey Partners is deemed to beneficially own 1,446,000 Common Shares, or 5.1% of the Common Shares deemed issued and outstanding as of October 25, 2013. Harvey Partners’ interest in the securities reported herein is limited to the extent of its pecuniary interest in SMidCap Fund, SMidCap Offshore Fund and Harvey QP, if any.
  
Item 1(a)  Name Of Issuer:   Ultra Clean Holdings, Inc.
 
Item 1(b)  Address of Issuer’s Principal Executive Offices:   
 
       26462 Corporate Avenue
       Hayward, California  94545
 
 
Item 2(a)  Name of Person Filing:   
 
       Harvey Partners, LLC
 
Item 2(b)  Address  of  Principal  Business  Office  or,  if  None,  Residence:   
 
       551 Fifth Avenue, 36th Floor
       New York, NY  10176
 
Item 2(c)  Citizenship:  
 
       Harvey Partners, LLC, a Delaware limited liability company.
 
Item 2(d)  Title of Class of Securities:   Common Stock, $0.001 par value per share.
 
Item 2(e)  CUSIP No.:   90385V107
 
 
Item 3.    If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:   
 
       Not Applicable.
 
 
Item 4.  Ownership
 
  
 
 
(a)
Amount Beneficially Owned:
 1,446,000*  
         
 
(b)
Percent of Class:
  5.1%**  
         
   (c) Number of shares as to which such person has:    
 
   
(i)
sole power to vote or to direct the vote:
 1,446,000*
  
           
   
(ii)
shared power to vote or to direct the vote:
 0*
 
           
 
 

-3-
 
 

 
   
(iii)
sole power to dispose or to direct the disposition of:
 1,446,000*
  
           
   
(iv)
shared power to dispose or to direct the disposition of:
 0*
 

 
__________________________________________
*As of October 25, 2013, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 266,306 shares of common stock, par value $0.001 per share (the “Common Shares”) of Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”).  As of October 25, 2013, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company (“SMidCap Offshore Fund”), held 656,223 Common Shares. As of October 25, 2013, Harvey QP, LP, a Delaware limited partnership (“Harvey QP”), held 523,471 Common Shares.  Harvey Partners, LLC, a Delaware limited liability company (“Harvey Partners”), is the investment manager of SMidCap Fund, SMidCap Offshore Fund and Harvey QP, and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by SMidCap Fund, SMidCap Offshore Fund and Harvey QP. James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners.
 
**Based upon information set forth in the Company’s most recent Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013, there were 28,454,048 Common Shares outstanding as of July 26, 2013.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Harvey Partners is deemed to beneficially own 1,446,000 Common Shares, or 5.1% of the Common Shares deemed issued and outstanding as of October 25, 2013.  Harvey Partners’ interest in the securities reported herein is limited to the extent of its pecuniary interest in SMidCap Fund, SMidCap Offshore Fund and Harvey QP, if any.
 
 
Item 5.    Ownership of Five Percent or Less of a Class
 
       Not Applicable. 
 
 
Item 6.   Ownership of More Than Five Percent on Behalf of Another Person
 
       Not Applicable.
 
 
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
       Person
 
       Not Applicable.
 
 
Item 8.    Identification and Classification of Members of the Group
 
        Not Applicable.
 
 
Item 9.    Notice of Dissolution of Group
 
        Not Applicable.
 
 

  -4-
 
 

Item 10.     Certification
 
         By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
SIGNATURE
 
         After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
November 1, 2013
    
       
       
 
HARVEY PARTNERS LLC
    
       
 
 
By:
  /s/ Jeffrey C. Moskowitz  
   
Name: Jeffrey C. Moskowitz
  
   
Title:   Managing Member
  
 
 
 
 
Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
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