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): February 11 2009
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 February 11, 2009, Universal Stainless and Alloy Products, Inc. (the
"Company") announced that William W. Beible, Jr. has been named Senior Vice
President of Operations of the Company effective February 11, 2009. Mr. Beible
previously served in various management positions at Carpenter Technology
Corporation, a producer and distributor of specialty alloys, from May 2006 until
October 2008. In particular, Mr. Beible served as Vice President of
Manufacturing - Specialty Alloys Operations from May 2006 until June 2007, Vice
President of Advanced Manufacturing and Engineering from June 2007 until April
2008 and Vice President of Integrated Information Systems from April 2008 until
October 2008. Mr. Beible also served at Gladfelter Pulp Wood Co., a global
supplier of specialty papers and engineered products, as its Vice President of
Information Technology from May 2003 until January 2004 and its Vice President
of Business Improvement from January 2004 until December 2005.
In connection with his appointment, Mr. Beible entered into an employment
agreement (the "Employment Agreement") with the Company. The Employment
Agreement has an initial term which continues until February 11, 2010, subject
to automatic one-year extensions unless either party elects not to extend the
term. Mr. Beible will receive an annual base salary of $230,000 per year. Mr.
Beible also will participate in benefit plans or programs generally offered by
the Company to salaried employees. Mr. Beible is eligible for variable
compensation targeted at 100% of his base salary, with a minimum amount of
variable compensation for the 2009 calendar year of $135,000. In addition, Mr.
Beible received a grant of 15,000 stock options, which vest in four equal annual
installments. The foregoing is a not a complete discussion of the Employment
Agreement. Accordingly, the foregoing is qualified in its entirety by reference
to the full text of the Employment Agreement, which will be attached to the
Company's Annual Report on Form 10-K for its fiscal year ended December 31,
2008.
On February 11, 2009, the Company issued a press release regarding these
management changes. A copy of the press release is filed herewith as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated February 11, 2009
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
-------------------------------------------------
Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: February 11, 2009
[GRAPHIC OMITTED]
UNIVERSAL STAINLESS
& ALLOY PRODUCTS, INC.
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 Deepens Management Team with Addition of William Beible, Jr.
As Senior Vice President of Operations
BRIDGEVILLE, PA, February 11, 2009 - Universal Stainless & Alloy Products,
Inc. (Nasdaq: USAP) announced today that William W. Beible, Jr. has joined the
Company in the newly-created position of Senior Vice President of Operations
effective today. Mr. Beible will be responsible for all of the Company's
manufacturing operations, Bridgeville, Titusville and Dunkirk Specialty Steel,
as well as engineering and supply chain management.
Mr. Beible, 57, has broad and in-depth experience in manufacturing,
engineering, capital project management and systems development. At his most
recent employer, Carpenter Technology Corporation, he served as Vice President
of Manufacturing - Specialty Alloys Operations, Vice President of Advanced
Manufacturing and Engineering, Vice President of Integrated Information Systems.
As Vice President of Manufacturing, he had leadership accountability for
manufacturing, maintenance, employee relations, engineering, customer service,
capacity planning, scheduling and inventory control.
From 2003 to 2005, Mr. Beible was with Glatfelter, a global supplier of
specialty papers and engineered products, serving as Vice President of Business
Improvement and Vice President of Information Technology. Prior to that, Mr.
Beible was Executive Vice President and COO of NS Group, a manufacturer of
tubular products, where he also served as President and COO of Newport Steel
Corporation and of Koppel Steel Corporation. He began his career at Lukens,
Incorporated, a specialty plate and stainless steel company, where he held posts
including Vice President of Engineering, Vice President and Chief Information
Officer, and General Manager of Manufacturing.
Mr. Beible received his B.S. Metallurgy and Materials Science from Lehigh
University and completed The Executive Program of the Darden Graduate School of
Business of the University of Virginia.
President and CEO, Dennis Oates, commented: "The addition of Bill Beible to
the Universal Stainless management team is an important step forward in building
our organization for future growth and complements our moves over the past year
to strengthen our management capabilities in sales, manufacturing and
engineering. We are very pleased to have an individual of Bill's caliber and
experience join us. He will play a major role in the development and execution
of our strategic growth plan."
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.
# # #
# # #