As filed with the Securities and Exchange Commission on September 28, 2020
Registration No. 333-13511
Registration No. 333-136984
Registration No. 333-184336
Registration No. 333-212065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
THE SECURITIES ACT OF 1933
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
600 Mayer Street
|(Address of principal executive offices)||(Zip Code)|
1996 Employee Stock Purchase Plan
(Full title of the plan)
John J. Arminas
Vice President of Administration, General Counsel and Secretary
Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, Pennsylvania 15017
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Jeffrey W. Acre
K&L Gates LLP
K&L Gates Center
210 Sixth Avenue
Pittsburgh, Pennsylvania 15222
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b2 of the Exchange Act.
|Large accelerated filer||☐||Accelerated filer||☑|
|Non-accelerated filer||☐||Smaller reporting company||☑|
|Emerging growth company||☐|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
On October 4, 1996, Universal Stainless & Alloy Products, Inc. (the Company) filed a Registration Statement on Form S-8 (File No. 333-13511) (the 1996 Registration Statement) with the Securities and Exchange Commission (the SEC), which registered the offering under the Companys 1996 Employee Stock Purchase Plan (the Plan) of 90,000 shares of the Companys common stock, $.001 par value per share (Common Stock), together with an indeterminate amount of interests to be offered or sold thereunder (the Plan Interests). On August 30, 2006, the Company filed a Registration Statement on Form S-8 (File No. 333-136984) with the SEC, which registered an additional 60,000 shares of Common Stock, together with an indeterminate amount of Plan Interests (the 2006 Registration Statement). On October 9, 2012, the Company filed a Registration Statement on Form S-8 (File No. 333-184336) with the SEC, which registered an additional 50,000 shares of Common Stock, together with an indeterminate amount of Plan Interests (the 2012 Registration Statement). On June 16, 2016, the Company filed a Registration Statement on Form S-8 (File No. 333-212065) with the SEC, which registered an additional 100,000 shares of Common Stock, together with an indeterminate amount of Plan Interests (together with the 1996 Registration Statement, the 2006 Registration Statement and the 2012 Registration Statement, the Registration Statements). This Post-Effective Amendment No. 1 to the Registration Statements is being filed in order to deregister Plan Interests under each of the Registration Statements. All shares of Common Stock that remain unsold under the Registration Statements shall remain available for issuance under the Plan.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bridgeville, Commonwealth of Pennsylvania, on this 28th day of September, 2020.
|UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.|
|Christopher T. Scanlon|
|Vice President of Finance,|
|Chief Financial Officer and Treasurer|
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance on Rule 478 of the Securities Act.