SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2018
Universal Stainless & Alloy Products, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|600 Mayer Street, Bridgeville, Pennsylvania||15017|
|(Address of principal executive offices)||(Zip code)|
Registrants telephone number, including area code: (412) 257-7600
Check the appropriate box below if the Form 8K 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 14a12 under the Exchange Act (17 CFR 240.14a12)|
|☐||Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))|
|☐||Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 5.02.||Departure of directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On June 11, 2018, the Board of Directors of Universal Stainless & Alloy Products, Inc. (the Company) appointed Judith L. Bacchus as a director of the Company, effective immediately. There is no arrangement or understanding pursuant to which Ms. Bacchus was selected as a director. Ms. Bacchus will receive compensation for her service as a director that is consistent with the compensation paid to the Companys other non-employee directors, except that Ms. Bacchus will receive a pro rata portion of the annual retainer for 2018. The Board of Directors of the Company has determined that Ms. Bacchus is independent, as defined under applicable Nasdaq listing standards and has appointed Ms. Bacchus to serve on its Audit Committee, Compensation Committee and Nominating and Governance Committee. A copy of the Companys press release announcing the appointment of Ms. Bacchus is filed as Exhibit 99.1 hereto and is hereby incorporated by reference.
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||Press Release dated June 11, 2018.|
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.|
|Paul A. McGrath|
|Vice President of Administration,|
|General Counsel and Secretary|
Dated: June 11, 2018
|CONTACTS:||Dennis Oates||Christopher T. Scanlon||June Filingeri|
|Chairman,||VP Finance, CFO||President|
|President and CEO||and Treasurer||Comm-Partners LLC|
|(412) 257-7609||(412) 257-7662||(203) 972-0186|
FOR IMMEDIATE RELEASE
UNIVERSAL STAINLESS NAMES JUDITH L. BACCHUS TO BOARD OF DIRECTORS
BRIDGEVILLE, PA, June 11, 2018 Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) announced today that Judith L. Bacchus has joined the Companys Board of Directors. Ms. Bacchus fills the vacancy on the five-member Board created by the retirement of Douglas M. Dunn, who had reached the Companys mandatory retirement age for Directors.
Judith Bacchus, 55, brings significant metals industry and in-depth human resources experience to her position as a Director of Universal Stainless. She currently serves as Vice President and Chief Human Resources & Corporate Relations Officer for Kennametal Inc., a $2.1 billion global supplier of tooling, engineered components and advanced materials, with nearly 11,000 employees worldwide. In this position, she is responsible for all human resource activities globally spanning more than 40 countries, as well as the companys internal and external corporate communications.
Ms. Bacchus joined Kennametal in 2006 as Senior Manager, Global Talent Acquisition. Prior to joining Kennametal, she served as Human Resources Director for Marconi Communications, the telecommunications arm of UK-based General Electric Corporation (GEC), which was acquired by Ericsson in 2005.
Ms. Bacchus has more than 25 years of experience spanning manufacturing, effective HR service delivery, strategic planning, policy and governance, M&A, organizational design and talent acquisition. Ms. Bacchus holds a B.S. Administration and Management from LaRoche College, Allison Park, PA.
Chairman, President and CEO Dennis Oates commented: We are very pleased to have Judy Bacchus join the Universal Stainless Board. Her experience in the metals industry and her expertise in human resources and organizational effectiveness brings an essential dimension to our Board as we continue to execute our growth plans. We look forward to her contribution to Universal Stainless.
Mr. Oates added: We also sincerely wish to thank Doug Dunn for his many years of service to Universal Stainless and for his many contributions to the Board of Directors.
About Universal Stainless & Alloy Products, Inc.
Universal Stainless & Alloy Products, Inc., established in 1994 and headquartered in Bridgeville, PA, manufactures and markets semi-finished and finished specialty steels, including stainless steel, nickel alloys, tool steel and certain other alloyed steels. The Companys products are used in a variety of industries, including aerospace, power generation, oil and gas, and heavy equipment manufacturing. More information is available at www.univstainless.com.
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 Companys actual results in future periods to differ materially from forecasted results. Those risks include, among others, the Companys ability to maintain its relationships with its significant customers and market segments; the Companys response to competitive factors in its industry that may adversely affect the market for finished products manufactured by the Company or its customers; the Companys ability to compete successfully with domestic and foreign producers of specialty steel products and products fashioned from alternative materials; the demand for the Companys products and the prices at which the Company is able to sell its products in the aerospace industry, from which a substantial amount of our sales is derived; the Companys ability to develop, commercialize, market and sell new applications and new products; the receipt, pricing and timing of future customer orders; the impact of changes in the Company product mix on the Companys profitability; the Companys ability to maintain the availability of raw materials and operating supplies with acceptable pricing; the availability and pricing of electricity, natural gas and other sources of energy that the Company needs for the manufacturing of its products; risks related to property, plant and equipment, including the Companys reliance on the continuing operation of critical manufacturing equipment; the Companys success in timely concluding collective bargaining agreements and avoiding strikes or work stoppages; the Companys ability to attract and retain key personnel; the Companys ongoing requirement for continued compliance with laws and regulations, including applicable safety and environmental regulations; the ultimate outcome of the Companys current and future litigation matters; the Companys ability to meet its debt service requirements and to comply with applicable financial covenants; risks associated with conducting business with suppliers and customers in foreign countries; risks related to acquisitions that the Company may make; the Companys ability to protect its information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches; the impact on the Companys effective tax rates of changes in tax rules, regulations and interpretations in the United States and other countries where it does business; and the impact of various economic, credit and market risk uncertainties. Many of these factors are not within the Companys control and involve known and unknown risks and uncertainties that may cause the Companys actual results in future periods to be materially different from any future performance suggested herein. Any unfavorable change in the foregoing or other factors could have a material adverse effect on the Companys business, financial condition and results of operations. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Companys control. Certain of these risks and other risks are described in the Companys 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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