Pursuant To Section 13 Or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 15, 2006

(Exact Name of Registrant
as Specified in Charter)

(State or Other Jurisdiction of Incorporation)

000-50646   61-1430858
(Commission File Number)   (IRS Employer Identification No.)
MENLO PARK, CA   94025
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 323-4100

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On March 15, 2006, the Company and certain of its selling stockholders, including FP-Ultra Clean, L.L.C. (“FP-Ultra Clean”), completed the previously announced public offering of shares of the Company’s common stock. In connection with the offering, the underwriters exercised in full their option to purchase additional shares from the selling stockholders to cover overallotments. FP-Ultra Clean sold an aggregate of 4,862,500 shares of the Company’s common stock in the offering and now holds approximately 23.0% of the Company’s outstanding common stock. As a result, the Company has ceased to be a “controlled company” within the meaning of the National Association of Securities Dealers Rule 4350(c)(5). In addition, the Company is no longer subject to certain restrictions contained in a stockholders’ agreement between the Company and FP-Ultra Clean regarding actions that could be taken by the Company only with the approval by FP-Ultra Clean. These actions included:

     However, FP-Ultra Clean will continue to retain certain rights. Under the stockholders’ agreement, FP-Ultra Clean has the right to nominate a number of directors that decreases in relation to the proportion of outstanding shares of the Company’s common stock held by FP-Ultra Clean. For example, as long as FP-Ultra Clean holds at least 20% of the Company’s outstanding shares of common stock, FP-Ultra Clean retains the right to nominate one-fourth of the members of the Company’s board of directors and designate one-fourth of the members of each committee of the Company’s board of directors. In addition, as long as FP-Ultra Clean holds any shares of the Company’s common stock, it will retain the right to receive financial information, monthly management reports, reports from the Company’s independent public accountants and such additional information regarding the Company’s financial position or business as FP-UItra Clean reasonably requests.


     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.

Date: March 15, 2006 By: /s/ Jack Sexton
      Name: Jack Sexton
      Title: Vice President and Chief Financial Officer