SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): June 1, 2018 | ||
| ULTRA CLEAN HOLDINGS, INC. | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| Delaware | ||
| (State or Other Jurisdiction of Incorporation) | ||
| 000-50646 | 61-1430858 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
|
26462 CORPORATE AVENUE HAYWARD, CA |
94545 | |
| (Address of Principal Executive Offices) | (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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On June 1, 2018, the Board of Directors (the “Board”) of Ultra Clean Holdings, Inc. (the “Company”) elected Ernest E. Maddock to serve as a director of the Company. Mr. Maddock will join the Audit Committee of the Board and has been appointed to serve as the Audit Committee’s Chairman.
Mr. Maddock has held leadership positions at multiple global companies during his career. From 2015 through his recent retirement, he served as SVP and CFO of Micron Technology. Prior to joining Micron, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Riverbed Technology. Prior to Riverbed, he spent 15 years at Lam Research Corporation, rising to EVP & CFO in 2008 and serving in that role until April 2013. His previous roles at Lam included VP, Customer Support Business Group; Group VP and Senior VP of Global Operations.
Mr. Maddock also served as a member of the Board of Directors for Intersil Corporation from July 2015 to February 2017. Mr. Maddock holds a B.S. in Industrial Management from the Georgia Institute of Technology and an M.B.A. from Georgia State University.
Mr. Maddock is not currently engaged, and has not been engaged during the last fiscal year, in any related person transaction with the Company within the meaning of Item 404(a) of Regulation S-K.
Mr. Maddock will receive compensation for his service as a director (consisting of an annual equity award and annual cash retainer) in accordance with the Company’s non-employee director compensation policy. In connection with his appointment to the Board, the Company expects Mr. Maddock and the Company will also enter into the Company’s standard form indemnification agreement as previously filed.
On June 1, 2018, the Company issued a press release announcing Mr. Maddock’s appointment to the Board and the Audit Committee. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit No. |
Exhibit Description | |
| 99.1 | Press Release dated June 1, 2018. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ULTRA CLEAN HOLDINGS, INC. | ||||||
| Date: | June 1, 2018 | By: | /s/ Sheri Savage | |||
| Name: Sheri Savage | ||||||
| Title: Chief Financial Officer, Senior Vice President and Secretary | ||||||
| ||||||
Exhibit 99.1
| Press Release | Source: Ultra Clean Holdings, Inc. |
Ernest E. Maddock to Join UCT Board of Directors
HAYWARD, Calif., June 1, 2018 -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor and display capital equipment industries, today announced that Ernest Maddock has joined the Board of Directors effective June 1, 2018. Mr. Maddock’s nearly 40 years of experience includes senior leadership roles in finance, operations, and general management. He recently retired as the SVP & CFO of Micron Technology, one of the largest memory chip makers in the world, reporting $20.3 billion in net sales for its fiscal year ended August 31, 2017.
“We are very pleased to announce that Ernie is joining the UCT board of directors. His extensive experience in the semiconductor industry and with UCT makes him a very valuable addition to the board,” said Clarence Granger, Chairman of the Board.
Prior to joining Micron in 2015, Mr. Maddock held leadership positions at multiple global companies including Riverbed Technology, where he served as Executive VP and CFO from April 2013 to April 2015. In that role, he was also responsible for worldwide operations and information technology. Prior to Riverbed, he spent 15 years at Lam Research Corporation rising to EVP & CFO in 2008 and serving in that role until April 2013. His previous roles at Lam included VP, Customer Support Business Group; Group VP and Senior VP of Global Operations.
“We are delighted to have Ernie join our board and benefit from his significant experience and success in business, operations and finance within the Semiconductor industry,” said Jim Scholhamer, President & CEO. “Ernie brings a wealth of knowledge that will be extremely valuable to UCT and its shareholders as we continue to execute on our growth strategy in this exciting market.”
Mr. Maddock has public company board and audit committee experience. He served as a member of the Board of Directors and Audit Committee for Intersil Corporation from July 2015 to February 2017 until Intersil was acquired by Renesas Electronics for $3.2 billion. During his tenure on the Intersil board, Mr. Maddock was appointed as Audit Committee Chair. Mr. Maddock will also serve as Audit Committee Chair of Ultra Clean effective with his appointment to the Board of Directors. He also has private company board experience having served on the Novaled AG board from March 2012 to August 2013; Novaled GmbH now operates as a subsidiary of Samsung SDI Co. Ltd.
Mr. Maddock holds a B.S. in Industrial Management from the Georgia Institute of Technology and an M.B.A. from Georgia State University.
About Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems for the semiconductor and display capital equipment industries. Ultra Clean offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and component manufacturing. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.
Safe Harbor Statement
The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates,", “projection”, “outlook”, “forecast”, "believes," "plan," "expect," "future,"' "intends," "may," "will," "estimates," "predicts," and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include statements about our growth prospects and our industry. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company’s actual results may differ materially from the results
predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors”, "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 29, 2017 as filed with the Securities and Exchange Commission and subsequently filed quarterly reports on Form 10-Q. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise unless required by law.
Contact:
Rhonda Bennetto
(250) 370-9030
rhonda@streetsmartir.com