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 25, 2003
Universal Stainless & Alloy Products, Inc.
1996 Employee Stock Purchase Plan
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(Exact name of registrant as specified in its charter)
Delaware 33-13511 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
notified PricewaterhouseCoopers LLP that it was being dismissed
as the independent accountants of the Universal Stainless & Alloy
Products, Inc. 1996 Employee Stock Purchase Plan (the
"Registrant") effective upon completion of the audit relating to
the Registrant's financial statements to be included in the
Registrant's Annual Report on Form 11-K for the year ended June
30, 2003 and the filing of such Form 11-K. Such 11-K was filed on
September 25, 2003.
(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 members of the Board of Directors
of Universal Stainless & Alloy Products, Inc. who administer the
Registrant's plan.
(iv) In connection with its audits for the two most
recent fiscal years and through September 25, 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 25, 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 25, 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.
1996 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Richard M. Ubinger
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Plan Administrator
Dated: October 2, 2003
Exhibit 99.1 October 2, 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. 1996 Employee Stock Purchase Plan (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Registrant's Form 8-K report dated September 25, 2003. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, PricewaterhouseCoopers LLP