EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 1996 Employee Stock Plan.
5.1 Opinion of Battle Fowler LLP regarding the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Battle Fowler LLP (included in its opinion filed as
Exhibit 5.1 hereto).
24.1 Power of Attorney (included in the signature pages hereto).
C/M: 11834.0002 390261.2
Exhibit 4.1
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PLAN
Section 1. Purpose
The purpose of this employee stock plan (the "Plan") is to promote the
interests of Universal Stainless & Alloy Products, Inc., a Delaware corporation
(the "Company"), its affiliates, and its stockholders by providing employees
with an opportunity to acquire a proprietary interest in the Company, and
thereby develop a stronger incentive to put forth maximum effort for the
continued success and growth of the Company and its affiliates.
Section 2. Administration
All administrative duties hereunder shall rest with the Board of Directors of
the Company (the "Board"), except to the extent the Board appoints from among
its members a committee to administer the Plan (in either case, the group
administering the Plan is hereinafter referred to as the "Committee"). The
construction and interpretation by the Committee of the terms and provisions of
the Plan and the agreements entered into thereunder shall be final and
conclusive.
Section 3. Shares Subject to the Plan
The shares that may be issued under the Plan shall be shares of common stock of
the Company, par value $.001 per share ("Common Stock"). The total number of
shares issued pursuant to the Plan shall not exceed 11,800 shares of Common
Stock. Shares of Common Stock issued under the Plan may be shares held by the
Company either as treasury shares or as authorized but previously unissued
shares.
Section 4. Eligibility
Participation is limited to those individuals who are full-time employees of
the Company on the day of issuance and were full-time employees of the Company
as of May 22, 1996 and who have not received stock under the 1994 Employee
Stock Plan or an award under the 1994 Stock Incentive Plan and who have
completed or who complete 1040 hours of actual work (not equivalent to
continuous service) in the case of hourly employees or 130 actual work days in
the case of salary employees by December 31, 1996 (the "Eligible Employees").
Section 5. Stock Awards
As soon as practicable following the adoption of the Plan by the Board, the
Committee shall issue 100 shares of Common Stock to each individual who is an
Eligible Employee as of May 22, 1996 without the payment of any cash
consideration. Thereafter the Committee
C/M 11834.0000 409643.1
may, in its discretion, issue shares to an Eligible Employee without payment of
any cash consideration. A certificate for Common Stock so awarded shall be
issued in the name of each Eligible Employee receiving Common Stock.
Section 6. Non-Transferability of Shares
Shares of Common Stock issued pursuant to the Plan shall not be transferable by
an Eligible Employee during the one year period beginning on the date the
shares of Common Stock are issued (the "Restricted Period").
Certificates representing shares issued hereunder shall bear a legend
prohibiting transfer of such shares. Upon the expiration of the Restricted
Period and submittal of the original certificate, the restrictions on transfer
shall lapse and a new certificate representing such shares will be issued
without the restrictive legend described above.
Section 7. Tax Withholding
Shares of Common Stock shall be issued subject to the satisfaction of applicable
tax withholding obligations which may be satisfied by the Company. In the event
the Company satisfies the tax withholding obligation of an Eligible Employee,
the Company shall also satisfy any additional withholding obligations that arise
in connection therewith.
Section 8. Employment Obligations
The issuance of Common Stock to an Eligible Employee shall not impose upon the
Company any obligation to employ or continue to employ an Eligible Employee.
The right of the Company to terminate the employment of any employee shall not
be diminished or affected in any way by reason of the fact that Common Stock
has been issued to such Eligible Employee.
Section 9. Amendment of the Plan
The Board of Directors may at any time and from time to time modify, amend or
terminate the Plan.
Section 10. Governing Law
The Plan and all Award agreements issued hereunder shall be governed by the
laws of the State of Delaware.
Section 11. Effective Date and Duration of the Plan
The Plan shall become effective when adopted by the Board.
C/M 11834.0000 409643.1
2
The Plan shall terminate upon the earlier of (i) the close of business on
December 31, 1996, or (ii) the date on which all shares available for issuance
under the Plan shall have been issued, or (iii) the date on which the Board
takes formal action to terminate the Plan.
Notwithstanding the foregoing, the transfer restrictions set forth in Section 6
of the Plan with respect to a share of Common Stock issued hereunder shall not
terminate earlier than the end of the Restricted Period with respect to such
share.
Adopted by the Board of Directors
on May 22, 1996
C/M 11834.0000 409643.1
3
Exhibit 5.1
[Battle Fowler LLP letterhead]
October 4, 1996
Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, PA 15017
Re: Universal Stainless & Alloy Products, Inc.
Registration Statement on Form S-8 Filed in
Connection with the 1996 Employee Stock Plan
Ladies and Gentlemen:
We have acted as counsel for Universal Stainless & Alloy Products,
Inc., a Delaware corporation (the "Company"), in connection with the
preparation and filing of a registration statement on Form S-8 (the "S-8
Registration Statement"), pursuant to which the Company proposes to offer and
sell up to 11,800 shares ("Employee Shares") of its common stock, par value
$0.001 per share (the "Common Stock"). You have requested that we furnish our
opinion as to the matters hereinafter set forth.
In this connection we have examined the following documents:
1. A copy of the Amended and Restated Certificate of Incorporation
of the Company, as certified by the Secretary of State of the
State of Delaware on September 3, 1996;
2. The By-Laws of the Company, as certified by the Secretary of the
Company;
3. The minute books of the Company, including (a) the resolutions
of the Board of Directors of the Company (the "Board"), dated
May 22, 1996, approving the adoption of the Company's 1996
Employee Stock Plan (the "Plan"), (b) the resolutions of the
Board, dated October 6, 1994, reserving 13,100 shares (the
"13,100
C/M: 11834.0000 400220.4
2
Universal Stainless & Alloy Products, Inc. October 4, 1996
Shares") of Common Stock for future issuance pursuant to any of
the Company's stock plans created thereafter, and (c) the
resolutions of the Board, dated September 25, 1996, authorizing,
among other things, the issuance of the Employee Shares from the
13,100 Shares pursuant to the Plan and the filing of the S-8
Registration Statement;
4. The Plan;
5. The S-8 Registration Statement; and
6. Certificates or telegrams of public officials as to matters set
forth therein and certificates of representatives of the Company
as to matters set forth therein.
In rendering this opinion, we have assumed the capacity to sign and
the genuineness of all signatures of all persons executing agreements,
instruments or documents examined or relied upon by us, the authenticity of all
agreements, instruments or documents submitted to us as originals and the
conformity with the original agreements, instruments or documents of all
agreements, instruments or documents submitted to us as copies.
With respect to matters of fact, we have relied upon the written
statements and certificates of officers of the Company and certificates of
public officials. We have not independently verified the accuracy of the
matters set forth in the written statements or certificates upon which we have
relied, including the organization, existence, good standing, assets, business
or affairs of the Company, nor have we undertaken any lien, intellectual
property, suit or judgment searches or searches of court dockets in any
jurisdiction.
We are not admitted to the practice of law in any jurisdiction but
the State of New York, and we do not express any opinion as to the laws of
other states or jurisdictions other than the federal law of the United States
and the General Corporation Law of the State of Delaware. No opinion is
expressed as to the effect that the law of any other jurisdiction may have upon
the subject matter of the opinion expressed herein under conflicts of law
principles, rules and regulations or otherwise.
Except for the opinions set forth in the immediately following
paragraph, we express no opinions and no opinions should be implied.
C/M: 11834.0000 400220.4
3
Universal Stainless & Alloy Products, Inc. October 4, 1996
Based upon and subject to the foregoing, we are of the opinion that
the Employee Shares have been duly authorized for issuance pursuant to the Plan
and, when issued and delivered against payment therefor and otherwise in the
manner described in the Plan and in the resolutions of the Board authorizing
the same, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-8 Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Battle Fowler LLP
C/M: 11834.0000 400220.4
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1996, which appears on
page 20 of the 1995 Annual Report to Shareholders of Universal Stainless &
Alloy Products, Inc. (the Company), which is incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
October 4, 1996
C/M 11834.0000 409756.1
