SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 5, 2003
Universal Stainless & Alloy Products, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-25032 25-1724540
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Mayer Street, Bridgeville, Pennsylvania 15017
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 257-7600
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants.
(i) On September 5, 2003, the Registrant dismissed
PricewaterhouseCoopers LLP as the independent accountants of Universal
Stainless & Alloy Products, Inc. (the "Registrant"). PricewaterhouseCoopers
LLP will continue as the independent accountants for the Registrant's
Employee Stock Purchase Plan until the Annual Report on Form 11-K for the
year ended June 30, 2003 is filed.
(ii) The reports of PricewaterhouseCoopers LLP on the financial
statements of the Registrant for the past two fiscal years did not contain
an adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii) The decision to change accountants was recommended and approved
by the Audit Committee of the Registrant with the concurrence of the Board
of Directors and management.
(iv) In connection with its audits for the two most recent fiscal
years and through September 5, 2003, there were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference thereto
in their reports on the financial statements for such years.
(v) During the two most recent fiscal years and through September 5,
2003, there have been no reportable events (as defined in Regulation S-K,
Item 304(a)(1)(v)).
(vi) The Registrant provided PricewaterhouseCoopers LLP with a copy of
this Current Report on Form 8-K no later than the date this report was
filed with the Securities and Exchange Commission and has requested that
PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter is filed herein as Exhibit 16.1 to this Current Report on Form 8-K.
(b) New independent accountants.
Effective on September 5, 2003, the Registrant engaged Schneider Downs &
Co., Inc. as its new independent accountants. Prior to its appointment as
independent accountants, Schneider Downs & Co., Inc. had not been consulted by
the Registrant on any of the matters referenced in Regulation S-K Item 304 (a)
(2).
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired. Not applicable.
(b) Proforma financial information. Not applicable.
(c) Exhibits.
16.1 Letter of PricewaterhouseCoopers LLP as to change in certifying
accountant.
SIGNATURE
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.
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
By: /s/ Richard M. Ubinger
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Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: September 10, 2003
EXHIBIT 16.1 September 9, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Universal Stainless & Alloy Products, Inc. (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated September 5, 2003. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, PricewaterhouseCoopers LLP