View:
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): February 20, 2007
Universal Stainless & Alloy Products, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-25032 25-1724540
---------------------------- -------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Mayer Street, Bridgeville, Pennsylvania 15017
------------------------------------------- --------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 257-7600
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.):
|_| 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))
Item 8.01. Other Events.
On February 20, 2007, Universal Stainless and Alloy Products,
Inc. (the "Company") issued a press release regarding the establishment by
Clarence M. McAninch, the Company's Chairman and Chief Executive Officer, of a
pre-arranged, non-discretionary stock trading plan in accordance with guidelines
specified under Rule 10b5-1 of the Securities and Exchange Act of 1934, as
amended, and the Company's policies regarding stock transactions by insiders. A
copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated February 20, 2007
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
--------------------------------------
Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: February 20, 2007
EXHIBIT 99.1
[GRAPHIC OMITTED]
CONTACTS: Richard M. Ubinger June Filingeri
Vice President of Finance, President
Chief Financial Officer and Treasurer Comm-Partners LLC
(412) 257-7606 (203) 972-0186
FOR IMMEDIATE RELEASE
- ---------------------
Universal Stainless President and CEO Adopts 10b5-1 Trading Plan
BRIDGEVILLE, PA, February 20, 2007--Universal Stainless & Alloy Products,
Inc. (Nasdaq: USAP) today announced that Clarence M. McAninch, Chairman and
Chief Executive Officer, has adopted a pre-arranged, non-discretionary stock
trading plan to sell a portion of his currently owned Company stock
systematically over time as part of his individual long-term strategy for asset
diversification and estate planning. The stock trading plan was adopted in
accordance with guidelines specified under Rule 10b5-1 of the Securities and
Exchange Act of 1934, as amended, and the Company's policies regarding stock
transactions by insiders.
Rule 10b5-1 allows corporate officers and directors to adopt written,
pre-arranged stock trading plans when they are not in possession of material,
non-public information. Using these plans, insiders can gradually diversify
their investment portfolios, by spreading stock trades out over an extended
period of time to reduce any market impact, while avoiding concerns about the
initiation of stock transactions when in possession of material non-public
information.
Subject to the terms of the plan, Mr. McAninch may sell up to 50,000 shares
of the Company's stock over a period of seven weeks.
The transactions under this plan will commence no earlier than February 26,
2007 and will be disclosed publicly through Form 144 and Form 4 filings with the
Securities and Exchange Commission.
About Universal Stainless & Alloy Products, Inc.
- ------------------------------------------------
Universal Stainless & Alloy Products, Inc., headquartered in Bridgeville,
Pa., manufactures and markets a broad line of semi-finished and finished
specialty steels, including stainless steel, tool steel and certain other
alloyed steels. The Company's products are sold to rerollers, forgers, service
centers, original equipment manufacturers and wire redrawers.
Forward-Looking Information Safe Harbor
- ---------------------------------------
Except for historical information contained herein, the statements in this
release are forward-looking statements that are made pursuant to the "safe
harbor" provision of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
that may cause the Company's actual results in future periods to differ
materially from forecasted results. Those risks include, among others, risks
associated with the receipt, pricing and timing of future customer orders, risks
associated with significant fluctuations that may occur in raw material and
energy prices, risks associated with the manufacturing process and production
yields, risks related to property, plant and equipment and risks related to the
ultimate outcome of the Company's current and future litigation and regulatory
matters. Certain of these risks and other risks are described in the Company's
filings with the Securities and Exchange Commission (SEC) over the last 12
months, copies of which are available from the SEC or may be obtained upon
request from the Company.
# # #