Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1724540
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Mayer Street
Bridgeville, Pennsylvania 15017
(Address of principal executive offices)
STOCK INCENTIVE PLAN
(Full title of the plan)
Clarence M. Mcaninch
President and Chief Executive Officer
Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, Pennsylvania 15017
(Name and address of agent for service)
(412) 257-7600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
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Common Stock, par value 300,000 shares $5.58 $1,674,000.00 $154.01
$.001 per share
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(1) This Registration Statement also registers additional securities to
be offered or issued upon adjustment or changes made to the registered
securities by reason of any stock splits, stock dividends or similar
transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities
Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The fee is calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock on September 30,
2002 as reported on the Nasdaq National Market.
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The earlier Registration Statements on Form S-8 filed by Universal
Stainless & Alloy Products, Inc. (the "Registrant") with the Securities and
Exchange Commission (the "Commission") on April 7, 1995 (File No. 33-90970) and
October 4, 1996 (File No. 333-13509), pertaining to the Registrant's 1994 Stock
Incentive Plan, are hereby incorporated by reference. This incorporation is made
pursuant to General Instruction E of Form S-8 regarding the registration of
additional securities of the same class as other securities for which there has
been filed a Registration Statement on Form S-8 relating to the same employee
benefit plan. This Registration Statement is being filed to register an
additional 300,000 shares of the Registrant's Common Stock under the
Registrant's Stock Incentive Plan, formerly known as the 1994 Stock Incentive
Plan (the "Plan"). The increase in available shares, the change in the name of
the Plan and certain other amendments to the Plan were approved by the
Registrant's stockholders at the Registrant's annual meeting held on May 21,
2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit No. Description
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5.1 Opinion of Paul A. McGrath, Esq. regarding the legality
of the securities registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Paul A. McGrath, Esq. (included in the
Opinion filed as Exhibit 5.1).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Bridgeville, Pennsylvania, on this 19th day of September,
2002.
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
By: /s/ Clarence M. McAninch
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Clarence M. McAninch
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Universal Stainless & Alloy Products, Inc. hereby constitutes
and appoints Clarence M. McAninch and Paul A. McGrath, and each of them, his
true and lawful attorneys-in-fact and agents, for him and in his name, place and
stead, in any and all capacities, to sign one or more amendments to this
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
including post-effective amendments and other related documents, and to file the
same with the Securities and Exchange Commission under said Act, hereby granting
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
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/s/ Clarence M. McAninch President, Chief Executive Officer September 19, 2002
- ------------------------- and Director (Principal Executive
Clarence M. McAninch Officer)
/s/ Richard M. Ubinger Vice President of Finance and Chief September 19, 2002
- ------------------------- Financial Officer (Principal
Richard M. Ubinger Financial and Accounting Officer)
/s/ Douglas M. Dunn Director September 19, 2002
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Douglas M. Dunn
/s/ George F. Keane Director September 19, 2002
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George F. Keane
/s/ Udi Toledano Director September 19, 2002
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Udi Toledano
II-2
EXHIBIT INDEX
Exhibit No. Description Sequential Page Number
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5.1 Opinion of Paul A. McGrath, Esq. regarding the legality of 6
the securities registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP, independent 7
accountants.
23.2 Consent of Paul A. McGrath, Esq. (included in the Opinion 6
filed as Exhibit 5.1).
II-3
Exhibit 5.1
[GRAPHIC OMITTED]
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
600 Mayer Street o Bridgeville, Pennsylvania 15017
Paul A. McGrath
Phone: 412-257-7603
Fax: 412-257-7640
September 30, 2002
Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, Pennsylvania 15017
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
I am General Counsel of Universal Stainless & Alloy Products, Inc. (the
"Company") and I have acted as counsel for the Company in connection with the
preparation of the Form S-8 Registration Statement to be filed by the Company
with the Securities and Exchange Commission for the registration under the
Securities Act of 1933, as amended, of an additional 300,000 shares of the
Company's common stock, par value $.001 per share (the "Shares"), which are to
be offered from time to time to certain officers, employees and directors of the
Company pursuant to the terms of the Universal Stainless & Alloy Products, Inc.
Stock Incentive Plan, formerly known as the 1994 Stock Incentive Plan (the
"Plan").
I have examined the originals, certified copies or copies otherwise identified
to my satisfaction as being true copies of the Plan and such other documents as
I have deemed necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares have been duly and
validly authorized and reserved for issuance, and that the Shares, when issued
under the terms of the Plan, will be legally and validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
Paul A. McGrath
General Counsel
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 18, 2002, except for Note 12,
which is as of February 14, 2002, relating to the financial statements, which
appears in the 2001 Annual Report to Stockholders of Universal Stainless & Alloy
Products, Inc., which is incorporated by reference in Universal Stainless &
Alloy Products, Inc.'s Annual Report on Form 10-K for the year ended December
31, 2001. We also consent to the incorporation by reference of our report dated
January 18, 2002 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers, LLP
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PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
September 27, 2002