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): October 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 2.02. Results of Operations and Financial Condition.
On October 8, 2008, Universal Stainless and Alloy Products, Inc. (the
"Company") issued a press release to announce, among other things, its revision
of its previously announced guidance for the third quarter ended September 30,
2008. A copy of this press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K, including the
information in the attached press release regarding the revision of the
Company's previously announced guidance for the third quarter ended September
30, 2008, shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Item 8.01. Other Events
On October 8, 2008, the Company issued a press release to announce, among
other things, a new five-year collective bargaining agreement with the hourly
employees at its Bridgeville facility represented by Local 9531 of the United
Steelworkers. A copy of this press release is attached hereto as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated October 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/ Richard M. Ubinger
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Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: October 8, 2008
[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 REACHES BRIDGEVILLE LABOR AGREEMENT AND
REVISES 2008 THIRD QUARTER GUIDANCE
- Conference Call and Webcast Scheduled for 1:00 PM Today -
BRIDGEVILLE, PA, OCTOBER 8, 2008 - UNIVERSAL STAINLESS & ALLOY PRODUCTS,
INC. (NASDAQ: USAP) announced today that it has reached a new 5-year collective
bargaining agreement with the hourly employees at its Bridgeville facility
represented by Local 9531 of the United Steelworkers. The new contract maintains
the flexible work rule terms and profit sharing incentives contained in the
prior agreement
The Company also reported that it now expects third quarter 2008 sales to be
approximately $57 to $58 million and diluted earnings per share to be
approximately $0.35 to $0.40, including a charge of $586,000, equivalent to
$0.06 per diluted share, of the estimated $800,000 ($0.08 per diluted share)
charge for the relocation of the round bar finishing facility from Bridgeville
to Dunkirk. The Company's initial projection for the quarter was for sales in
the range of $60 to $65 million and diluted earnings per share of between $0.70
and $0.75, after including the estimated relocation charge, as reported on July
23, 2008. The Company expects to report final third quarter results on October
23.
Dennis Oates, President and Chief Executive Officer, commented: "Sales for the
third quarter will not meet the low-end of our initial projection. Sales from
our Dunkirk facility were $2 million lower than anticipated due to lower
shipments of aerospace products to service centers as a result of the Boeing
labor situation and conservative service center buying patterns. In addition,
shipments from our Bridgeville facility were below forecast in September due to
production inefficiencies coinciding with labor negotiations. The reduced
earnings forecast reflects the impact of lower shipments and a 20% decline in
raw material prices. Lower raw material prices reduced margins on finished
products shipped and generated higher inventory reserves at September 30.
Mr. Oates concluded: "While we are disappointed that we will not meet our
initial expectations for the third quarter, we are pleased that we have a new
contract with the Bridgeville employees that is beneficial to them and is in the
best interests of our customers and shareholders. In addition, our backlog has
increased from $97 million at June 30 to $101 million at September 30. The
strength of our order entry remains in power generation and tool steel plate
products."
WEBCAST
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A simultaneous Webcast of the Company's conference call discussing today's
release, scheduled at 1:00 p.m. (Eastern) today, will be available on the
Company's website at www.univstainless.com, and thereafter archived on the
website.
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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