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): March 5, 2008
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 8.01. Other Events.
On March 5, 2008, Universal Stainless and Alloy Products, Inc.
(the "Company") issued a press release regarding the establishment by Clarence
M. McAninch, the Chairman of the Company's Board of Directors, of a
pre-arranged, non-discretionary stock trading plan in accordance with guidelines
specified under Rule 10b5-1 of the Securities and Exchange Act of 1934, as
amended, and the Company's policies regarding stock transactions by insiders. A
copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated March 5, 2008
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: March 5, 2008
EXHIBIT 99.1
[GRAPHIC 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 CHAIRMAN ADOPTS 10B5-1 TRADING PLAN
BRIDGEVILLE, PA, MARCH 5, 2008--UNIVERSAL STAINLESS & ALLOY PRODUCTS,
INC. (NASDAQ: USAP) today announced that Clarence M. McAninch, Chairman of the
Board of Directors, has adopted a pre-arranged, non-discretionary stock trading
plan to sell the stock issuable upon the exercise of Mr. McAninch's stock
options. The stock trading plan is designed to permit systematic sales by Mr.
McAninch over time as part of his individual long-term strategy for asset
diversification and estate planning. The stock trading plan was adopted in
accordance with guidelines specified under Rule 10b5-1 of the Securities and
Exchange Act of 1934, as amended, and the Company's policies regarding stock
transactions by insiders.
Rule 10b5-1 allows corporate officers and directors to adopt written,
pre-arranged stock trading plans when they are not in possession of material,
non-public information. Using these plans, insiders can gradually diversify
their investment portfolios, by spreading stock trades out over an extended
period of time to reduce any market impact, while avoiding concerns about the
initiation of stock transactions when in possession of material non-public
information.
Subject to the terms of the plan, Mr. McAninch may sell up to 35,000
shares of the Company's stock over a period of eighteen weeks.
The transactions under this plan will commence no earlier than March
10, 2008 and will be disclosed publicly through Form 144 and Form 4 filings with
the Securities and Exchange Commission.
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.
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.
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