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): April 9, 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 5.02. Departure of directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 9, 2009, the Board of Directors of Universal Stainless & Alloy
Products, Inc. (the "Company") increased the size of the Board of Directors from
five members to six members and appointed Christopher L. Ayers to fill the newly
created vacancy, effective April 10, 2009. There is no arrangement or
understanding pursuant to which Mr. Ayers was selected as a director. Mr. Ayers
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. Ayers will receive a pro rata portion of the annual retainer for 2009. The
Board of Directors has determined that Mr. Ayers is independent, as defined
under applicable Nasdaq listing standards, and appointed Mr. Ayers to serve on
its Audit Committee, Compensation Committee and Nominating and Governance
Committee. A copy of the Company's press release announcing the appointment of
Mr. Ayers 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 April 15, 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/ Paul A. McGrath
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Vice President of Administration,
General Counsel and Corporate Secretary
Dated: April 15, 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 NAMES CHRIS AYERS TO BOARD OF DIRECTORS
BRIDGEVILLE, PA, April 15, 2009 - Universal Stainless & Alloy Products,
Inc. (Nasdaq: USAP) announced today that Christopher L. Ayers has joined the
Company's Board of Directors, increasing the number of Company Directors to six.
As an independent Director, Mr. Ayers will serve on each of the established
committees of the Board.
Mr. Ayers, 42, brings diverse industry and management experience to his
position as a Director of the Company. From 1999 through December 2008, Mr.
Ayers served in several management roles at Precision Castparts Corp., a
manufacturer of metal components and products, including Executive Vice
President. He also held the posts of President - PCC Forgings Division and
President - Wyman Gordon Forgings. Prior to joing Precision Castparts, Mr. Ayers
was Vice President of Operations at Quantum Laser Corporation, a Federal
Aviation Administration repair facility for aerospace and industrial gas turbine
blades. From 1989 through 1997, Mr. Ayers held management positions with
Precision Components International and Pratt & Whitney involving many facets
relating to the manufacturing of jet engines and their components.
Mr. Ayers holds a Master's degree in Business Administration from the
University of Connecticut and Master's and Bachelor's degrees in Aerospace
Engineering from the Georgia Institute of Technology.
Chairman Mac McAninch commented: "We are very pleased to have Chris Ayers
join our Board. His experience in the steel and aerospace industries combined
with his knowledge of international business fit well with our end markets and
growth plans. We look forward to his contribution to the strategy and growth of
Universal Stainless & Alloy Products."
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
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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