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): April 8, 2008
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 5.02. Departure of directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 8, 2008, Universal Stainless & Alloy Products, Inc. (the
"Company") announced that M. David Kornblatt was appointed to serve on its Board
of Directors, effective April 7, 2008. There is no arrangement or understanding
pursuant to which Mr. Kornblatt was selected as a director. Mr. Kornblatt will
receive compensation for his service as a director that is consistent with the
compensation paid to the Company's other non-employee directors, except that Mr.
Kornblatt will receive a pro rata portion of the annual retainer for the
2007-2008 year. The Board of Directors has determined that Mr. Kornblatt is
independent, as defined under applicable Nasdaq listing standards, and appointed
Mr. Kornblatt to serve on its Audit Committee, Compensation Committee and
Nominating and Governance Committee. A copy of the Company's press release
announcing the appointment of Mr. Kornblatt is filed as Exhibit 99.1 hereto and
is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated April 8, 2008
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/ Paul A. McGrath
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Vice President of Administration,
General Counsel and Corporate Secretary
Dated: April 8, 2008
Exhibit 99.1
[GRAPHIC OMITTED][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 NAMES DAVID KORNBLATT TO BOARD OF DIRECTORS
BRIDGEVILLE, PA, April 8, 2008 - Universal Stainless & Alloy Products, Inc.
(Nasdaq: USAP) announced today that M. David Kornblatt has joined the Company's
Board of Directors, increasing the number of Company Directors to five. As an
independent Director, Mr. Kornblatt will serve on each of the established
committees of the Board.
Mr. Kornblatt, 48, brings diverse industry and in-depth financial
experience to his position as a Director of the Company. He currently serves as
Senior Vice President and Chief Financial Officer of Triumph Group, Inc., a New
York Stock Exchange-listed manufacturer of aircraft components and accessories
headquartered in Wayne, PA. Prior to joining Triumph, Mr. Kornblatt held the
post of Senior Vice President and Chief Financial Officer of Carpenter
Technology Corporation, a manufacturer and distributor of specialty alloys and
various engineered products, which he joined in July 2006. From 2002 until its
acquisition by Johnson Controls, Inc. in December 2005, Mr. Kornblatt was with
York International Corporation, a supplier of heating, ventilation, air
conditioning and refrigeration products, serving as Vice President Finance for
York Americas and then as Vice President and Chief Financial Officer of the
corporation. He was Tax Director for York International from 1993 to 1998. From
1998 to 2002, Mr. Kornblatt was posted in London where he served as Director of
Taxes for Europe, the Middle East, Eastern Europe and Africa for The Gillette
Company. Prior to joining York International, he worked for KPMG as a Senior
Manager serving its large global clients. Mr. Kornblatt holds a bachelor's
degree in Accounting from Drexel University, where he is member of the Dean's
Advisory Board to the Lebow School of Business. He is a certified public
accountant and a member of the American Institute of Certified Public
Accountants and the Pennsylvania Institute of Certified Public Accountants, and
he has published articles on international tax issues in financial journals.
Chairman Mac McAninch, commented: "We are very pleased to add David
Kornblatt to our Board. His experience in the aerospace, steel and heavy
equipment manufacturing industries combined with his knowledge of international
finance fit well with our end markets and growth plans. We look forward to his
contribution to the strategy and growth of Universal Stainless & Alloy
Products."
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. More information
is available at www.univstainless.com.
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.
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