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Richard M. Ubinger
Phone: 412-257-7606
Fax: 412-257-7640
Via Federal Express and EDGAR
August 6, 2008
Mr. Terence O'Brien
Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., MS 7010
Washington, D.C. 20549-7010
Re: Universal Stainless & Alloy Products, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007 Filed
March 7, 2008 Schedule 14A Filed on April 21, 2008 Form 10-Q
for the Fiscal Quarter Ended March 31, 2008 File Number
0-25032
Dear Mr. O'Brien:
This letter sets forth the responses of Universal Stainless & Alloy
Products, Inc. (the "Company") to the comment of the Staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "SEC") dated
July 31, 2008, with respect to the above referenced filings by the Company. We
note that the Staff has completed its review of the Company's Annual Report on
Form 10-K and related filings and has no further comments at this time.
In connection with our response below, the Company acknowledges that:
o The Company is responsible for the adequacy and accuracy of the disclosure
in the above-referenced filings;
o Staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
above-referenced filing; and
o The Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws
of the United States.
600 Mayer Street, Bridgeville, PA 15017 phone 412.257.7600 fax 412.257.7640
web www.univstainless.com
Form 10-Q for the Fiscal Quarter Ended March 31, 2008
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Note 6 - Commitments and Contingencies, page 7
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COMMENT NO. 1:
We note your response to the comment in our letter dated July 23, 2008,
including the draft disclosure you intend to include in future filings.
Specifically, we note that the draft disclosure provides a conclusion that it is
remote the outcome of your pending lawsuits and claims will have a material
impact to your results of operations but goes on to say that the resolution of
one or more lawsuits and/or claims could have a material impact to a fiscal
quarter's results of operations. We further note that you intend to include
disclosures for lawsuits and claims once you have determined that it is probably
or reasonably possible to have a material impact on your consolidated financial
statements. We remind you that the resolution of a lawsuit or claims should not
be the first time investors are advised of the loss contingency. Further, please
disclose in future filings whether the resolution of lawsuits and claims have
had a material impact to any of the historical annual and quarterly periods
presented. This information will provide an investor with a better understanding
of your loss contingencies in assessing materiality.
RESPONSE:
We respectfully acknowledge the Staff's comment and will endeavor to make
appropriate disclosure in future filings of all lawsuits or claims in accordance
with paragraphs 9 and10 of SFAS 5 and SAB Topic 5:Y, regardless of whether
resolution has been reached with respect to any such lawsuit or claim. In
addition, we will disclose in future filings whether the resolution of one or
more lawsuits or claims has had a material impact on our results of operations
for any of the respective historical periods presented therein.
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Thank you for your consideration.
Sincerely,
/s/ Richard M. Ubinger
Richard M. Ubinger
Vice President of Finance,
Chief Financial Officer and Treasurer