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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): June 28, 2007
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
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously disclosed, effective May 15, 2007, George F. Keane
retired as a Director of Universal Stainless & Alloy Products, Inc. As a result
of Mr. Keane's retirement, the Company was not in compliance with the audit
committee composition requirements of NASDAQ Marketplace Rule 4350. On June 25,
2007, the Company received a letter from NASDAQ Listing Qualifications
confirming that the Company is not in compliance with the audit committee
composition requirements set forth in Marketplace Rule 4350. According to the
letter, the Company has until the earlier of May 15, 2008 or its next annual
stockholders' meeting, which is expected to occur in May 2008, to regain
compliance with these requirements or face possible delisting from NASDAQ. The
Company is actively conducting a search for an independent director to serve on
its Board of Directors and Audit Committee. The addition of one qualified
independent director to serve on the Audit Committee will allow the Company to
regain compliance with Marketplace Rule 4350. The Company expects to regain
compliance with Marketplace Rule 4350 in advance of the termination of the cure
period.
The Company issued a press release disclosing that it received the
letter from NASDAQ described above. A copy of the press release is attached
hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 8.01. Other Events
On June 28, 2007, the Company issued a press release announcing that
it was added to the broad-market Russell 3000(R) Index. A copy of the press
release is attached hereto as Exhibit 99.2 and is hereby incorporated by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated June 28, 2007
99.2 Press Release dated June 28, 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
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Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: June 28, 2007
[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
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UNIVERSAL STAINLESS REPORTS ON NASDAQ NOTIFICATION
BRIDGEVILLE, PA, June 28, 2007 - Universal Stainless & Alloy Products, Inc.
(Nasdaq: USAP) announced today that due to the recent retirement of one its
independent directors who also served on its Audit Committee, it received
notification on June 25, 2007 from Nasdaq Listing Qualifications indicating that
the Company no longer complies with Nasdaq's audit committee requirements set
forth in Marketplace Rule 4350. The Rule requires that the Company's Audit
Committee be comprised of at least three members, each of whom is independent.
As reported in its Proxy Statement filed with the Securities & Exchange
Commission on April 27, 2007, the Company has been searching actively for a
qualified director to fill the vacancy created by the retirement of George Keane
from the Company's Board of Directors and its Audit Committee effective May 15
under the Company's mandatory retirement policy.
Consistent with Marketplace Rule 4350(d)(4), Nasdaq is providing the
Company a cure period in order to regain compliance. The cure period will last
until the earlier of May 15, 2008 or the Company's next annual stockholders'
meeting, which is expected to occur in May 2008.
The Company noted that it intends to regain compliance with Marketplace
Rule 4350 prior to the termination of the cure period.
About Universal Stainless & Alloy Products, Inc.
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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
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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, labor 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.
# # #
[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 JOINS RUSSELL 3000 AND RUSSELL 2000 INDICES
BRIDGEVILLE, PA, June 28, 2007 - Universal Stainless & Alloy Products, Inc.
(Nasdaq: USAP) announced today that the Company was added to the broad-market
Russell 3000 Index when Russell Investment Group reconstituted its comprehensive
set of U.S. and global equity indexes on June 22, according to the official
membership posted on www.russell.com.
As a result of its membership in the Russell 3000, which remains in place
for one year, Universal Stainless & Alloy Products also has been included in the
small-cap Russell 2000 as well as the appropriate growth and value style
indexes. Russell determines membership for its equity indexes primarily by
objective, market-capitalization rankings and style attributes. The Russell 3000
serves as the U.S. component to the Russell Global Index.
Mac McAninch, Chairman and Chief Executive Officer, commented: "We are
pleased to have reached this milestone for our Company, our employees and our
shareholders."
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, labor 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. # # #