As filed with the Securities and Exchange Commission on August 26 , 2014
Registration No. 333-184941
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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61-1430858
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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26462 Corporate Avenue
Hayward, CA 94545
(510) 576-4400
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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Clarence L. Granger
Chief Executive Officer
Ultra Clean Holdings, Inc.
26462 Corporate Avenue
Hayward, CA 94545
(510) 576-4600
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
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Alan F. Denenberg, Esq.
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
(650) 752-2004
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Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement No. 333-184941 on Form S-3, originally filed by Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), on Form S-1 with the Securities and Exchange Commission (the “SEC”) on November 14, 2012 (as amended, the “Registration Statement”), registering 4,500,000 shares of the Company’s common stock for resale, from time to time, by the selling shareholder identified in the Registration Statement. The Registration Statement was declared effective by the SEC on June 24, 2013.
The Company has no further obligation to maintain effectiveness of the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, this Post-Effective Amendment No. 1 is being filed to terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not sold under the Registration Statement. As a result of this deregistration, no securities remain registered for resale pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hayward, State of California, on this 26th day of August, 2014.
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ULTRA CLEAN HOLDINGS, INC.
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/s/ CLARENCE L. GRANGER
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Clarence L. Granger
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the registration statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
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Chairman & Chief Executive
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August 26, 2014
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Clarence L. Granger
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Officer (Principal Executive Officer) and Director
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Chief Financial Officer, Executive Vice
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August 26, 2014
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Kevin C. Eichler
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President and Secretary (Principal
Financial Officer and Principal
Accounting Officer)
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Director
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August 26, 2014
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Leonid Mezhvinsky
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Director
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August 26, 2014
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John Chenault
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Director
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August 26, 2014
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Susan H. Billat
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Director
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August 26, 2014
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David T. IbnAle
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Director
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Emily Maddox Liggett
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*BY:
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/s/ KEVIN C. EICHLER
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Kevin C. Eichler
Attorney-in-fact
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