SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
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): October 19, 2007
Universal Stainless & Alloy Products, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-25032 25-1724540
---------------------------- -------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Mayer Street, Bridgeville, Pennsylvania 15017
----------------------------------------------- ---------
(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 October 19, 2007, Universal Stainless & Alloy Products, Inc. (the
"Company") announced that Dennis M. Oates was appointed to serve on its Board of
Directors, effective immediately. There is no arrangement or understanding
pursuant to which Mr. Oates was selected as a director. Mr. Oates will receive
compensation for his service as a director that is consistent with the
compensation paid to the Company's other non-employee directors, except that Mr.
Oates will receive a pro rata portion of the annual retainer for 2007. The Board
of Directors has determined that Mr. Oates is independent, as defined under
applicable Nasdaq listing standards, and appointed Mr. Oates to serve on its
Audit Committee, Compensation Committee and Nominating and Governance Committee.
The addition of Mr. Oates to the Audit Committee allows the Company to regain
compliance with Nasdaq Marketplace Rule 4350 in advance of the May 2008 deadline
resulting from the retirement of George F. Keane from the Company's Board of
Directors in May 2007. A copy of the Company's press release announcing the
appointment of Mr. Oates is filed as Exhibit 99.1 hereto and is hereby
incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated October 19, 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
--------------------------------------
Vice President of Administration,
General Counsel and Corporate Secretary
Dated: October 19, 2007
Exhibit 99.1
[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
- ---------------------
UNIVERSAL STAINLESS NAMES DENNIS M. OATES TO BOARD OF DIRECTORS
BRIDGEVILLE, PA, October 19, 2007 - Universal Stainless & Alloy Products,
Inc. (Nasdaq: USAP) announced today that Dennis M. Oates has joined the
Company's Board of Directors. Mr. Oates fills the independent Board seat left
vacant by the retirement of George Keane in May. Mr. Oates also will serve on
each of the established committees of the four-member Board.
Mr. Oates, 55, brings extensive steel industry experience to his position
as Director of the Company. He most recently served as Senior Vice President of
the Specialty Alloys Operations of Carpenter Technology, which he joined in
2003. From 1997 to 2002, Mr. Oates was President and Chief Executive Officer of
TW Metals, a private metals distribution and processing company. He held the
post of President and Chief Operating Officer for Connell Limited Partnership, a
privately held company that operated six metals businesses. Mr. Oates began his
career in the steel industry at Lukens Steel Company, a producer of steel plates
and a subsidiary of Lukens Inc., where he held positions of increasing
responsibility, ultimately becoming President and Chief Operating Officer of
Lukens Steel. Mr. Oates is past Chairman of the North American Specialty Metals
Council and previously served on the Metals Service Center Institute Board of
Directors. He holds a bachelor's degree in economics from the Wharton School of
the University of Pennsylvania and an MBA from Temple University.
Chairman and CEO Mac McAninch, commented: "We are very pleased to have an
individual of the caliber of Dennis Oates join our Board. We see exciting growth
opportunities for our Company and will benefit greatly from Dennis's substantial
experience and broad industry view."
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 rerollers, forgers, service
centers, original equipment manufacturers and wire redrawers. More information
is available at www.univstainless.com.
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, labor 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.
# # #