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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): January 16, 2007
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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2007, Universal Stainless and Alloy Products, Inc. (the
"Company") issued a press release announcing that Kenneth W. Matz has been
appointed as President of the Company. Previously, Clarence M. McAninch held the
title of President and Chief Executive Officer of the Company, as well as being
a Director of the Company. Mr. McAninch will continue to serve as the Company's
Chief Executive Officer and will assume the new title of Chairman of the Board.
A copy of the press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
In connection with his appointment, Mr. Matz entered into an
employment agreement (the "Employment Agreement") with the Company. The
Employment Agreement has an initial term which continues until December 31,
2008, subject to automatic one-year extensions unless either party elects not to
extend the term. Mr. Matz will receive an initial annual base salary of $235,000
per year. Mr. Matz's annual base salary will be increased to $260,000 on August
1, 2007 and to $275,000 on January 1, 2008. Mr. Matz also will participate in
benefit plans or programs generally offered by the Company to salaried
employees. Mr. Matz is eligible for variable compensation targeted at 100% of
his base salary, with a minimum amount of variable compensation for the 2007
calendar year of $100,000. In addition, Mr. Matz received a grant of 25,000
stock options, which vest in three equal annual installments.
The foregoing is a summary of the material terms and conditions of the
Employment 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
Employment Agreement, which will be filed as an exhibit to the Company's Annual
Report on Form 10-K for its fiscal year ended December 31, 2006.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated January 16, 2007
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/ Paul A. McGrath
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Vice President of Operations,
General Counsel and Secretary
Dated: January 19, 2007
EXHIBIT 99.1
OMITTED][GRAPHIC OMITTED]
CONTACTS: Richard M. Ubinger June Filingeri
Vice President of Finance, President
Chief Financial Officer and Treasurer Comm-Partners LLC
(412) 257-7606 (203) 972-0186
FOR IMMEDIATE RELEASE
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UNIVERSAL STAINLESS NAMES STEEL INDUSTRY VETERAN KENNETH MATZ
AS NEW PRESIDENT;
MAC MCANINCH ELECTED BOARD CHAIRMAN, CONTINUES AS CEO
BRIDGEVILLE, PA, JANUARY 16, 2007 - UNIVERSAL STAINLESS & ALLOY PRODUCTS,
INC. (NASDAQ: USAP) announced today that Kenneth W. Matz has been named
President of the Company. He succeeds Clarence M. ("Mac") McAninch, who assumes
the new title of Chairman of the Board. Mr. McAninch will also continue to serve
as Chief Executive Officer, a post he has held since founding the Company in
1994. Mr. Matz, 55, has more than 25 years of experience in the processed metals
industry with responsibilities over the course of his career ranging from
engineering, quality and materials sourcing to operating and executive
management. He most recently served as President of the Processed Metals Group
of Gibraltar Industries, a $450 million division that is a leader in cold-rolled
strip steel, non-ferrous metal powders and coated steel products. Mr. Matz rose
to that position in 2002 and successfully consolidated four independent
divisions, instituted strategic planning and operational planning processes,
established acquisition and divestiture teams to implement growth initiatives,
and achieved substantial sales growth with strong operating margins. Mr. Matz
joined Gibraltar Industries in 1988, following its acquisition of the Strip
Division of American Steel and Wire, a private company in which Mr. Matz was
part of the start-up team that reopened a cold-rolled strip mill along with bar
and wire mills. He also has held posts at Thomas Strip Steel and United States
Steel. Mr. Matz holds a degree in Metallurgical Engineering from Cleveland State
University and pursued graduate studies in Business Management at Case Western
Reserve University.
Chairman and CEO Mac McAninch, commented: "Our choice of Ken Matz as the
new president of Universal Stainless & Alloy Products reflects both the ideal
combination of skills, experience and leadership qualities he brings to our
Company as well as our confidence in our opportunity and future. We are very
pleased to add an individual of Ken's caliber to our executive ranks. I look
forward to working with him to shape and execute the strategy of this Company. I
am also proud of our entire management team that has enabled
Universal Stainless to achieve the size and industry position we have today. Ken
will help us reach the next level of growth as we continue to pursue the
enormous potential we see."
Kenneth Matz commented: "I am impressed with what Universal Stainless &
Alloy Products has accomplished over the past 12 years. The Company is highly
regarded within the specialty steel industry for its focus on serving niche
markets with the highest quality products requiring exacting chemistries. That
focus corresponds directly with that of my career and training. I am excited
about joining the Universal team and making a meaningful contribution to its
continued success and profitable growth."
ABOUT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
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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 rerollers, forgers, service
centers, original equipment manufacturers and wire redrawers.
FORWARD-LOOKING INFORMATION SAFE HARBOR
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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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