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 22, 2010
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 February 22, 2010, Universal Stainless & Alloy Products, Inc. (the
"Company") issued a press release announcing that its Board of Directors (the
"Board"), in anticipation of the impending retirement from the Board of its
current Chairman, Clarence M. McAninch, intends to elect Dennis M. Oates, the
Company's President and Chief Executive Officer, to the additional position of
Chairman. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated February 22, 2010
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: February 22, 2010
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
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UNIVERSAL STAINLESS BOARD ANNOUNCES INTENTION TO ELECT
DENNIS OATES TO ADDITIONAL POSITION OF CHAIRMAN OF THE BOARD
BRIDGEVILLE, PA, FEBRUARY 22, 2010 - UNIVERSAL STAINLESS & ALLOY PRODUCTS,
INC. (NASDAQ: USAP) announced today that its Board of Directors, in anticipation
of the impending retirement from the Board of its current Chairman, Clarence M.
("Mac") McAninch, intends to elect Dennis M. Oates, 57, the Company's President
and Chief Executive Officer, to the additional position of Chairman. Mr.
McAninch will retire from the Board at the Shareholders' Meeting in May and
relinquish his Chairmanship pursuant to the Company's policy on mandatory age
limitations for Directors. Pursuant to the Company's policy, individuals may not
be nominated for election as a Director of the Company after reaching the age of
75.
Mac McAninch commented: "When we selected Denny to run the Company
day-to-day in 2007, I knew we had a very able and competent individual. I am
sure Denny will fulfill the responsibilities of Chairman of the Board with the
same enthusiasm, professionalism and ethics that he has demonstrated as
President and CEO."
Dennis M. Oates commented, "I am certainly honored to have the Board's
confidence in me to fill the Chairman position, and I will do everything
necessary to fulfill the responsibilities and obligations the position requires.
On behalf of my fellow directors and our employees, I want to extend our
sincerest gratitude to Mac for his vision and untiring effort to make Universal
the successful company that it has become. We will all miss Mac's involvement on
the Board."
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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