As filed with the Securities and Exchange Commission on August 30, 2006
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 Identification No.)
incorporation or organization)
600 MAYER STREET
BRIDGEVILLE, PENNSYLVANIA 15017
(Address of principal executive offices, including zip code)
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE 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
(412) 257-7600
(Name, address and telephone number 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 PER SHARE OFFERING PRICE FEE
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Common Stock, par value $.001 per 60,000(1) $23.49 (2) $1,409,400 $151
share
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(1) This Registration Statement also registers additional securities to
be offered or issued upon adjustments or changes made to 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"). In
addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement covers an indeterminate amount of interests to be offered or sold
pursuant to the plan being registered.
(2) The offering price of the shares being registered is not presently
determinable. Estimated solely for the purpose of calculating the registration
fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act,
the proposed maximum offering price and the registration fee are calculated on
the basis of the average of the high and low prices for the Registrant's Common
Stock reported on the Nasdaq Global Market on August 25, 2006.
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EXPLANATORY NOTE
This Registration Statement is being filed to register an additional 60,000
shares of the common stock, par value $.001 per share (the "Common Stock"), of
Universal Stainless & Alloy Products, Inc. (the "Registrant") as a result of an
increase in the number of shares of Common Stock issuable under the Universal
Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan (the "Plan").
The earlier Registration Statement on Form S-8 filed by the Registrant with the
Commission on October 4, 1996 (File No. 333-13511) is hereby incorporated by
reference. This incorporation by reference 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement:
(i) the Registrant's Annual Report on Form 10-K for the period ended
December 31, 2005 (File No. 000-25032);
(ii) the Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31 and June 30, 2006; and
(iii) the description of the Registrant's Common Stock contained the
Registration Statement on Form 8-A/A filed on November 30, 1994.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Universal Stainless & Alloy Products, Inc. 1996
Employee Stock Purchase Plan.
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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4.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to Registration
No. 33-85310).
4.2 By-laws of the Company (incorporated by reference to
Exhibit 3.2 to Registration No. 33-85310).
5.1 Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP
regarding the legality of the shares being registered
(filed herewith).
23.1 Consent of Schneider Downs & Co., Inc. (filed herewith).
23.2 Consent of Kirkpatrick & Lockhart Nicholson Graham LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bridgeville, Commonwealth of Pennsylvania, on this 30th day of August,
2006.
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 person whose signature appears
below constitutes and appoints Clarence M. McAninch and Paul A. McGrath, signing
singly, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent with full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in or about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated:
SIGNATURE TITLE DATE
/s/ Clarence M. McAninch President, Chief Executive and August 30, 2006
- -------------------------------------------- Director (Principal Executive Officer)
Clarence M. McAninch
/s/ Richard M. Ubinger Vice President of Finance, Chief Financial August 30, 2006
- -------------------------------------------- Officer and Treasurer (Principal Financial
Richard M. Ubinger and Accounting Officer)
/s/ Douglas M. Dunn Director August 30, 2006
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Douglas M. Dunn
/s/ George F. Keane Director August 30, 2006
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George F. Keane
/s/ Udi Toledano Director August 30, 2006
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Udi Toledano
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to Registration No. 33-85310).
4.2 By-laws of the Company (incorporated by reference to Exhibit 3.2
to Registration No. 33-85310).
5.1 Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP
regarding the legality of the shares being registered (filed
herewith).
23.1 Consent of Schneider Downs & Co., Inc. (filed herewith).
23.2 Consent of Kirkpatrick & Lockhart Nicholson Graham LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
Exhibit 5.1
August 30, 2006
Universal Stainless & Alloy Products, Inc.
addressStreet600 Mayer Street
placeCityBridgeville, StatePennsylvania PostalCode15017
Ladies and Gentlemen:
We are counsel to Universal Stainless & Alloy Products, Inc., a
Delaware corporation (the "Company"), and we have acted as counsel for the
Company in connection with the preparation of the Registration Statement on Form
S-8 (the "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 (the "Securities Act"), of an additional 60,000 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 employees of the Company in
connection with the Universal Stainless & Alloy Products, Inc. 1996 Employee
Stock Purchase Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
You have requested our opinion as to the matters set forth below in
connection with the Registration Statement. For purposes of rendering that
opinion, we have examined the Plan, the Registration Statement, the Company's
Amended and Restated Certificate of Incorporation and By-laws, and the corporate
action of the Company that provides for the issuance of the Shares, and we have
made such other investigation as we have deemed appropriate. We have examined
and relied upon certificates of public officials. In rendering our opinion, we
also have made the assumptions that are customary in opinion letters of this
kind. We have not verified any of those assumptions.
Based on the foregoing, we are 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 validly issued, fully paid and
nonassessable.
The opinions expressed in this opinion letter are limited to the law of
the State of StateDelaware and federal law of the placecountry-regionUnited
States. The foregoing opinions are rendered as of the date of this letter. We
assume no obligation to update or supplement any of such opinions to reflect any
changes of law or fact that may occur.
We are furnishing this opinion letter to you solely in connection with
the Registration Statement. You may not rely on this opinion letter in any other
connection, and it may not be furnished to or relied upon by any other person
for any purpose, without our specific prior written consent. We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
In giving our consent we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations thereunder.
Yours truly,
/s/ Kirkpatrick & Lockhart Nicholson Graham LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Universal Stainless & Alloy Products, Inc. and
subsidiaries pertaining to the Universal Stainless & Alloy Products, Inc. 1996
Employee Stock Purchase Plan of our report dated February 24, 2006 relating to
the consolidated financial statements and financial statement schedule of
Universal Stainless & Alloy Products, Inc. and subsidiaries appearing in the
Annual Report on Form 10-K of Universal Stainless & Alloy Products, Inc. for the
fiscal year ended December 31, 2005.
/s/ Schneider Downs & Co., Inc.
Pittsburgh, Pennsylvania
August 29, 2006