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): February 27, 2009
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 1.01. Entry into a Material Definitive Agreement.
On February 27, 2009, Universal Stainless & Alloy Products, Inc. (the
"Company") entered into a new credit agreement (the "Credit Agreement") with PNC
Bank, National Association, providing for a $12.0 million term loan maturing on
February 28, 2014 and a $15.0 million revolving credit facility expiring June
30, 2012. The Credit Agreement replaces the Company's prior credit agreement
entered into in June 2005, which was scheduled to expire in June 2009.
The credit facility established by the Credit Agreement (the "Credit
Facility") is unsecured. The interest rate on borrowings under the Credit
Facility is based on LIBOR (London Interbank Offered Rates) and is subject to
adjustment based upon the Company's maintenance of certain financial ratios. A
quarterly nonrefundable commitment fee is payable based upon the unused
availability under the revolving credit facility.
The Credit Agreement contains customary affirmative and negative covenants
for credit facilities such as the Credit Facility, including limitations on the
Company with respect to indebtedness, liens, investments, mergers and
acquisitions, dispositions of assets and transactions with affiliates. The
Credit Agreement also provides for customary events of default under the Credit
Facility, including failure to pay principal, interest or fees when due, failure
to pay other indebtedness, failure to comply with covenants, the fact that any
representation or warranty made by the Company is untrue or incorrect in any
material respect, commencement of certain insolvency or receivership events
affecting the Company and occurrence of a change in control of the Company. Upon
the occurrence of an event of default, the commitments of the lender may be
terminated, and all outstanding obligations of the Company under the Credit
Facility may be declared immediately due and payable.
The foregoing is a summary of the material terms and conditions of the
Credit 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
Credit Agreement, which will be filed as an exhibit to the Company's Annual
Report on Form 10-K for its year ended December 31, 2008.
On March 4, 2009, the Company issued a press release regarding the Credit
Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated March 4, 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
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Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: March 5, 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
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Universal Stainless Enters New Credit Agreement with PNC Bank
BRIDGEVILLE, PA, March 4, 2009 - Universal Stainless & Alloy Products, Inc.
(Nasdaq: USAP) announced today that it has entered into a new credit agreement
with PNC Bank providing for a $12.0 million term loan scheduled to mature in
2014 and a $15.0 million revolving credit facility with a term expiring in 2012.
The new agreement replaces the Company's existing Revolving Credit Agreement
that was set to expire June 30, 2009.
The Company intends to use the borrowings under the term loan to fund its
previously announced capital investment program totaling $13 million in its
Bridgeville melt shop and other related costs. The investment is for major
upgrades in equipment, automation and plant layout, including installation of a
50-ton electric arc furnace shell, upgrade of alloy addition equipment at the
Argon-Oxygen Decarburization (AOD) unit, and the addition of new ladle
preheating equipment. The equipment and infrastructure spending is expected to
be completed by the end of 2009 and the automation spending is scheduled to be
completed by the middle of 2010. The investment is expected to yield annual cost
savings of more than $7.5 million beginning in the 2009 fourth quarter.
Dennis Oates, President and Chief Executive Officer, commented: "We are
pleased to have this new credit agreement with PNC Bank, to supplement our
existing strong cash position and to provide financing for our melt shop project
and support future strategic initiatives. Investing in our melt shop is crucial
to delivering on our commitment to provide unparalleled service to our customers
through reliable on-time delivery, short lead times and quality products. The
melt shop project, which is underway, is not expected to cause any disruption to
current delivery schedules. This investment will strengthen our current
competitive position and enable us to pursue new opportunities as the economy
and demand recover."
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. More information
is available at www.univstainless.com.
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, 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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