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): June 24, 2005
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 1.01. Entry into a Material Definitive Agreement.
On June 17, 2005, Universal Stainless & Alloy Products, Inc. (the
"Company") entered into an amended and restated credit facility (the "Credit
Facility"), which includes a $10.0 million term loan and a revolving credit line
of $15.0 million, pursuant to the terms and conditions of a Third Amended and
Restated Credit Agreement, dated as of June 24, 2005 (the "Credit Agreement"),
by and between Universal Stainless & Alloy Products, Inc. and PNC Bank, National
Association. The Credit Facility amends and restates the Company's credit
facility entered into on January 30, 1998, which was scheduled to mature in
December 2005.
The Credit Facility matures in June 2011 and is collateralized by
substantially all assets of the Company. The interest rate on borrowings under
the Credit Facility is based on LIBOR (London Interbank Offered Rates) and is
subject to adjustment based upon the Company's maintenance of certain financial
ratios. A quarterly nonrefundable commitment fee is payable based upon the
amount outstanding under the Credit Facility.
The Credit Agreement contains customary affirmative and negative covenants
for credit facilities of this type, including limitations on the Company with
respect to indebtedness, liens, investments, mergers and acquisitions,
dispositions of assets and transactions with affiliates. The Credit Agreement
also provides for customary events of default, including failure to pay
principal, interest or fees when due, failure to pay other indebtedness, failure
to comply with covenants, the fact that any representation or warranty made by
the Company is untrue or incorrect in any material respect, commencement of
certain insolvency or receivership events affecting the Company and occurrence
of a change in control of the Company. Upon the occurrence of an event of
default, the commitments of the lender may be terminated, and all outstanding
obligations of the Company under the Credit Facility may be declared immediately
due and payable.
The foregoing is a summary of the material terms and conditions of the
Credit Agreement and not a complete discussion of the document. Accordingly, the
foregoing is qualified in its entirety by reference to the full text of the
Credit Agreement, which will be filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for its quarter ending June 30, 2005.
On June 24, 2005, the Company issued a press release regarding the Credit
Facility. A copy of the press release is attached hereto.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
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: June 24, 2005
[GRAPHIC OMITTED]
Universal Stainless & Alloy Products, Inc.
600 Mayer Street o Bridgeville, Pennsylvania 15017
CONTACTS: Richard M. Ubinger
Vice President of Finance,
Chief Financial Officer and Treasurer
(412) 257-7606
FOR IMMEDIATE RELEASE
- --------------------- Comm-Partners LLC
June Filingeri
(203) 972-0186
Universal Stainless Announces Amendment of PNC Credit Agreement
- -$8 million of expanded borrowing capacity to fund capital expenditure program-
BRIDGEVILLE, PA, June 24, 2005 -- Universal Stainless & Alloy Products,
Inc. (Nasdaq:USAP) announced today that it has amended its credit agreement with
PNC Bank, which consists of a PNC Term Loan and a PNC Revolving Line of Credit.
Under the Third Amended and Restated Credit Agreement, the Company is replacing
the existing term loan, which has a principal balance of $1.95 million, with a
new $10.0 million term loan. The revolving credit line remains at $15 million.
The new credit agreement also removes certain limitations on the Company's
annual capital expenditures and on its ability to borrow from other sources,
among other amended terms.
Interest rates on borrowings under both the PNC Line and the PNC Term loan
are based on LIBOR (London Interbank Offered Rates) and are further adjusted
based upon the Company maintaining certain financial ratios.
The Company noted that the new term loan will be used to fund its capital
expenditure program, including the previously announced addition of a vacuum arc
remelt (VAR) furnace at its Bridgeville facility.
About Universal Stainless & Alloy Products, Inc.
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 original equipment
manufacturers, service centers, forgers, rerollers and wire redrawers.
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 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 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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