8-K

UNITED STATES 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) — May 19, 2006

Commission File Number 0-23320

OLYMPIC STEEL, INC.

(Exact name of registrant as specified in its charter)

Ohio	34-1245650
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
5096 Richmond Road, Bedford Heights, Ohio	44146
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (216) 292-3800

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under and of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-99.1 PRESS RELEASE

Item 1.01 Entry into a Material Definitive Agreement

     On May 19, 2006, OLY Steel NC, Inc., a Delaware corporation and wholly-owned subsidiary of Olympic Steel, Inc., an Ohio corporation, entered into a stock purchase agreement with Goldstar Holdings Limited, a subsidiary of the English company Eliza Tinsley Group PLC and the sole shareholder of Tinsley Group-PS&W, Inc., a North Carolina corporation (“PS&W”), and David K. Duggins and Ian Best, as Goldstar Holdings’ joint administrators, to acquire PS&W by purchasing all of its shares of outstanding capital stock from Goldstar Holdings. Pursuant to its terms, Olympic Steel has guaranteed all obligations of OLY Steel NC under such stock purchase agreement and further agreed to act as the primary obligor to the extent of OLY Steel NC’s nonperformance under same.

     The purchase price for the acquisition of PS&W is $10,080,000 in cash, subject to a net working capital adjustment after the closing. Such net working capital adjustment, if any, will be determined pursuant to a review of PS&W’s net working capital as of the closing and will further depend on whether such determined amount falls below or exceeds a certain baseline amount.

     PS&W is a full service fabricating company that utilizes burning, forming, machining, and painting equipment to produce a wide variety of fabrications for large original equipment manufacturers of heavy construction equipment. PS&W has been and is a customer of Olympic Steel.

     The closing of the transaction is subject to a number of conditions, including, but not limited to, the satisfaction of certain due diligence matters with respect to PS&W, the absence of negative changes in the status of certain PS&W customer contracts, and the continuing accuracy of representations and warranties. The stock purchase agreement contemplates that the acquisition be completed in June 2006. There can be no assurance that the acquisition will be consummated.

     On May 22, 2006, Olympic Steel issued a press release announcing the transaction described above, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. The foregoing description of the stock purchase agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such stock purchase agreement.

     Statements in this Form 8-K that are not historical, including statements regarding the terms, timing and consummation of the proposed stock purchase described herein, are forward-looking and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. These risks and uncertainties include the risk that closing conditions may not be satisfied or waived, integration risks, as well as other risks and uncertainties set forth in Olympic Steel’s Form 10-K for the year ended December 31, 2005 and Form 10-Q for the quarter ended March 31, 2006, and other documents filed with the Securities and Exchange Commission. Olympic Steel disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits.

           Exhibit No.

           99.1 — Press release of Olympic Steel dated May 22, 2006

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SIGNATURES

     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.

	OLYMPIC STEEL, INC.
Date: May 24, 2006	By:	/s/ RICHARD T. MARABITO
		Richard T. Marabito
		Chief Financial Officer (Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
99.1	Press release of Olympic Steel dated May 22, 2006

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE OF OLYMPIC STEEL DATED MAY 22, 2006

Contact: Richard T. Marabito
Chief Financial Officer
Telephone: (216) 292-3800
Fax: (216) 292-3974

OLYMPIC STEEL, INC. SIGNS AGREEMENT TO ACQUIRE
TINSLEY GROUP — PS&W, INC.

     Cleveland, Ohio — (May 22, 2006) Olympic Steel, Inc., (Nasdaq: ZEUS), a national steel service center, today announced the signing of a definitive stock purchase agreement to acquire Tinsley Group — PS&W, Inc. (“PS&W”), an indirect subsidiary of Eliza Tinsley Group PLC, an English company. PS&W is a North Carolina-based fabricator of heavy construction equipment components for original equipment manufacturers and is a current customer of Olympic Steel.

     The purchase price for the acquisition of PS&W, which is structured as a stock sale, is $10,080,000 in cash, subject to a net working capital adjustment after the closing. Subject to due diligence and satisfaction of closing conditions, the transaction should be completed in early June 2006.

     Michael D. Siegal, Olympic Steel’s Chairman and Chief Executive Officer, stated that, “We have indicated that our long-term strategy is to deliver additional value added services and supply solutions for our customers by migrating into more downstream processing. The PS&W acquisition is an integral part of our strategy because it complements our existing tempering and plate processing expertise while expanding our fabricating capabilities. The addition of PS&W to Olympic Steel also strengthens our geographic presence and enhances our existing customer base in the Southeast.”

     PS&W is a full service fabricating company that utilizes burning, forming, machining, and painting equipment to produce a wide variety of fabrications for large original equipment manufacturers of heavy construction equipment. PS&W was founded in 1990, and currently operates two facilities located in Siler City and Seagrove, North Carolina.

     Founded in 1954, Olympic Steel is a leading U.S. steel service center focused on the direct sale and distribution of large volumes of processed carbon, coated and stainless flat-rolled sheet, coil and plate steel products. Headquartered in Cleveland, Ohio, the Company operates 12 facilities. For further information, visit the Company’s web site at http://www.olysteel.com.

     It is Olympic Steel’s policy not to endorse any analyst’s sales or earnings estimates. Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “may,” “will,” “should,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” or “continue,” as well as the negative of these terms or other similar expressions. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

     Such risks and uncertainties include, but are not limited to: general and global business, economic and political conditions; our ability to complete this acquisition (including the anticipated completion date) and realize anticipated benefits, and the competitive position of PS&W after acquisition by us; the possibility that costs or difficulties related to this acquisition will be greater than expected, the possibility that benefits from the acquisition may be lower or take longer to realize than expected; disruptions from the acquisition may make it difficult for PS&W or us to maintain relationships with our respective customers, employees, or suppliers; competitive factors such as the availability and pricing of steel, industry inventory levels, and rapid fluctuations in customer demand and pricing; the cyclicality and volatility within the steel industry; the adequacy of PS&Ws information technology and business system software; customer, supplier, and competitor consolidation or insolvency; and other factors described in our filings with the Securities and Exchange Commission. Olympic Steel undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. You are advised, however, to consult any further disclosures Olympic Steel makes on related subjects in its reports filed with or furnished to the Securities and Exchange Commission.

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