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): August 3, 2015

 

 

Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-25032		25-1724540
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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))

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2015, Universal Stainless and Alloy Products, Inc. (the “Company”) announced that Ross C. Wilkin has been named Vice President of Finance, Chief Financial Officer and Treasurer of the Company, effective August 3, 2015. Mr. Wilkin previously served as Chief Financial Officer of Dynamics Inc., a financial technology firm that designs and manufactures intelligent payment devices and advanced payment platforms, from June 2014 until July 2015. Mr. Wilkin also previously held several financial positions from 2003 through February 2014 at the H.J. Heinz Company, a leading marketer and producer of food products, including VP CFO of Heinz Australia and New Zealand, Divisional Finance Director for Heinz North America, and as a U.S. Divisional Manager of Financial Planning. Prior to joining H.J. Heinz, Mr. Wilkin served as Finance Director for the European division of Marconi plc, having joined its predecessor company, RELTEC Corporation, in financial audit and planning. Mr. Wilkin began his finance career at KPMG in 1992, serving both in Toronto and in Cleveland.

In connection with his appointment, Mr. Wilkin entered into an employment agreement, dated August 5, 2015 (the “Employment Agreement”), with the Company. The Employment Agreement has an initial term which continues until July 31, 2016, subject to automatic one-year extensions unless either party elects not to extend the term. Mr. Wilkin will receive an initial annual base salary of $230,000.00 per year. Mr. Wilkin also will participate in benefit plans or programs generally offered by the Company to salaried employees. Mr. Wilkin is eligible for variable compensation targeted at 67% of his base salary, with a minimum amount of variable compensation for the 2015 calendar year of $75,000.00 provided that eligibility requirements are met. In addition, Mr. Wilkin 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 filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for its quarter ended June 30, 2015.

On August 4, 2013, the Company issued a press release regarding the hiring of Mr. Wilkin. 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 August 4, 2015

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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.

 

Dated: August 7, 2015

Exhibit 99.1

 

 

CONTACTS:		Dennis Oates Chairman, President and CEO (412) 257-7609		Paul A. McGrath VP Administration, General Counsel and Corporate Secretary (412) 257-7603		June Filingeri President Comm-Partners LLC (203) 972-0186

FOR IMMEDIATE RELEASE

UNIVERSAL STAINLESS NAMES ROSS CAMERON WILKIN AS

VICE PRESIDENT OF FINANCE, CFO AND TREASURER

BRIDGEVILLE, PA, August 4, 2015 – Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) announced today that Ross Cameron Wilkin has been named Vice President of Finance, Chief Financial Officer and Treasurer of the Company, effective August 3, 2015. Mr. Wilkin succeeds Michael Bornak, who previously stepped down from the post.

Ross Wilkin, 45, has had over 22 years of steadily increasing finance leadership responsibilities across a range of corporate, divisional and public accounting positions and international geographies. He most recently served as Chief Financial Officer of Dynamics Inc., a Cheswick, PA-based financial technology firm that designs and manufactures intelligent payment devices and advanced payment platforms. From 2003 to 2014, Mr. Wilkin held several financial positions at the H.J. Heinz Company, including VP CFO of Heinz Australia and New Zealand, Divisional Finance Director for Heinz North America, and as a U.S. Senior Divisional Manager of Financial Planning. Prior to joining H.J. Heinz, Mr. Wilkin served as Finance Director for the European division of Marconi plc, having joined its predecessor company, RELTEC Corporation, in financial audit and planning. He began his finance career at KPMG in 1992, serving both in Toronto and in Cleveland. A native of Canada, Mr. Wilkin holds a Bachelor of Commerce degree (Accounting/Finance) from Carleton University in Ottawa, Ontario, Canada. In addition he is a Certified Public Accountant (USA) and a Chartered Accountant (Canada).

Chairman, President and CEO Dennis Oates commented: “Ross Wilkin brings a track record of effective leadership along with in-depth experience across a broad scope of financial and planning functions and across multiple geographies to Universal Stainless. He will play a vital role on our team, as we continue to drive the transformation of Universal Stainless. We welcome him on board.”

Mr. Wilkin commented: “I am excited to join Universal Stainless and I look forward to working with Denny Oates and the rest of the team to deliver upon the Company’s growth plans.”

About Universal Stainless & Alloy Products, Inc.

Universal Stainless & Alloy Products, Inc., headquartered in Bridgeville, PA, manufactures and markets semi-finished and finished specialty steels, including stainless steel, tool steel and certain other alloyed steels. The Company’s products are used in a variety of industries, including aerospace, power generation, oil and gas, and heavy equipment manufacturing. Established in 1994, the Company, with its experience, technical expertise, and dedicated workforce, stands committed to providing the best quality, delivery, and service possible. More information is available at www.univstainless.com.

 

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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, the concentrated nature of the Company’s customer base to date and the Company’s dependence on its significant customers; the receipt, pricing and timing of future customer orders; changes in product mix; the limited number of raw material and energy suppliers and significant fluctuations that may occur in raw material and energy prices; risks related to property, plant and equipment, including the Company’s reliance on the continuing operation of critical manufacturing equipment; risks associated with labor matters; the Company’s ongoing requirement for continued compliance with laws and regulations, including applicable safety and environmental regulations; the ultimate outcome of the Company’s current and future litigation and matters; risks related to acquisitions that the Company may make; and the impact of various economic, credit and market risk uncertainties. Many of these factors are not within the Company’s control and involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from any future performance suggested herein. Any unfavorable change in the foregoing or other factors could have a material adverse effect on the Company’s business, financial condition and results of operations. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company’s control. 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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