View:
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
Richard M. Ubinger
Phone: 412-257-7606
Fax: 412-257-7640
Via Federal Express and EDGAR
July 29, 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 comments of the Staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "SEC") dated
July 23, 2008, with respect to the above referenced filings by the Company. In
connection with our responses 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.
Form 10-Q for the Fiscal Quarter Ended March 31, 2008
- -----------------------------------------------------
Note 6 - Commitments and Contingencies, page 7
- ----------------------------------------------
600 Mayer Street, Bridgeville, PA 15017 phone 412.257.7600 fax 412.257.7640
web www.univstainless.com
COMMENT NO. 1:
We note your response to comment 17 in our letter dated June 30, 2008, including
the draft disclosure you intend to include in future filings. Specifically, we
note 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 financial
condition or liquidity. However, your draft disclosure does not provide a
conclusion as to whether your pending lawsuits and claims will have a material
impact on your results of operations. In future filings, please revise your
draft disclosure to also address the materiality of pending lawsuits and claims
to your results of operations. Also, as previously requested, if you believe it
is probable and/or reasonably possible that the pending lawsuits and claims will
materially impact your results of operations, please consider the need for
disclosure of your pending lawsuits and claims in accordance with paragraphs
9-10 of SFAS 5 and SAB Topic 5:Y. Please provide us with the disclosure you
intend to include in future filings.
RESPONSE:
In accordance with the Staff's comment, in future annual and quarterly
filings, the Company also will address the materiality of pending lawsuits and
claims to its results of operations.
Based on information currently available, the Company does not believe that
there are any lawsuits or claims that are probable or reasonably possible of
having a material impact to its results of operations. In future filings, if the
Company believes that any particular lawsuit or claim is probably or reasonably
possible of having a material impact to our results of operations, the Company
will make appropriate disclosure of those lawsuits or claims in accordance with
paragraphs 9 and10 of SFAS 5 and SAB Topic 5:Y.
Below is a draft of the disclosure that the Company accordingly intends to
include in future filings, based upon information currently available to the
Company:
Note 6 - Commitments and Contingencies
--------------------------------------
From time to time, various lawsuits and claims have been or may be
asserted against the Company relating to the conduct of our business,
including routine litigation relating to commercial and employment
matters. The ultimate cost and outcome of any litigation or claim
cannot be predicted with certainty. Management believes, based on
information presently available, that the likelihood that the ultimate
outcome of any such pending matter will have a material adverse effect
on its financial condition, or liquidity or a material impact to our
results of operations is remote, although the resolution of one or
more of these matters may have a material adverse effect on its
results of operations for the period in which the resolution occurs.
-------------
The Company believes it has responded fully to your comments. On behalf of
Universal Stainless & Alloy Products, Inc., I thank you for your consideration
of our response. Should the Staff have further questions or comments or need any
further information or clarification, please call me at (412) 257-7606.
Sincerely,
/s/ Richard M. Ubinger
Richard M. Ubinger
Vice President of Finance,
Chief Financial Officer and Treasurer