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): September 5, 2003
Universal Stainless & Alloy Products, Inc.
1996 Employee Stock Purchase Plan
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(Exact name of registrant as specified in its charter)
Delaware 33-13511 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
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants.
(i) On September 5, 2003, the Registrant notified
PricewaterhouseCoopers LLP that it was being dismissed as the independent
accountants of the Universal Stainless & Alloy Products, Inc. 1996 Employee
Stock Purchase Plan (the "Registrant") effective upon completion of the
audit relating to the Registrant's financial statements to be included in
the Registrant's Annual Report on Form 11-K for the year ended June 30,
2003 and the filing of such Form 11-K.
(ii) The reports of PricewaterhouseCoopers LLP on the financial
statements of the Registrant for the past two fiscal years did not contain
an adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii) The decision to change accountants was recommended and approved
by the members of the Board of Directors of Universal Stainless & Alloy
Products, Inc. who administer the Registrant's plan.
(iv) In connection with its audits for the two most recent fiscal
years and through September 5, 2003, there were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference thereto
in their reports on the financial statements for such years.
(v) During the two most recent fiscal years and through September 5,
2003, there have been no reportable events (as defined in Regulation S-K,
Item 304(a)(1)(v)).
(vi) The Registrant provided PricewaterhouseCoopers LLP with a copy of
this Current Report on Form 8-K no later than the date this report was
filed with the Securities and Exchange Commission and has requested that
PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter is filed herein as Exhibit 16.1 to this Current Report on Form 8-K.
(b) New independent accountants.
Effective on September 5, 2003, the Registrant engaged Schneider Downs &
Co., Inc. as its new independent accountants effective upon completion of the
audit by PricewaterhouseCoopers LLP relating to the Registrant's financial
statements to be included in the Registrant's Annual Report on Form 11-K for the
year ended June 30, 2003 and the filing of such Form 11-K. Prior to its
appointment as independent accountants, Schneider Downs & Co., Inc. had not been
consulted by the Registrant on any of the matters referenced in Regulation S-K
Item 304 (a) (2).
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired. Not applicable.
(b) Proforma financial information. Not applicable.
(c) Exhibits.
16.1 Letter of PricewaterhouseCoopers LLP as to change in certifying
accountant.
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.
1996 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Richard M. Ubinger
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Plan Administrator
Dated: September 10, 2003
Exhibit 16.1 September 10, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Registrant's Form 8-K report dated September 5, 2003. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, PricewaterhouseCoopers LLP