-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O8b19/RI1+o5a2+ulO6qn2Mt6SkPrEvxcE6I7Nc13DITQO4JAtAPs9n7Y2I/fdOX SIa5qbi1tdJIT+ZIEdtLDA== 0000898431-02-000123.txt : 20021002 0000898431-02-000123.hdr.sgml : 20021002 20021002151017 ACCESSION NUMBER: 0000898431-02-000123 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021002 EFFECTIVENESS DATE: 20021002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL STAINLESS & ALLOY PRODUCTS INC CENTRAL INDEX KEY: 0000931584 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 251724540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-100263 FILM NUMBER: 02779721 BUSINESS ADDRESS: STREET 1: 600 MAYER ST CITY: BRIDGEVILLE STATE: PA ZIP: 15017 BUSINESS PHONE: 4122577600 MAIL ADDRESS: STREET 1: 600 MAYER ST CITY: BRIDGEVILLE STATE: PA ZIP: 15017 S-8 1 form-s8_100102.txt FORM S-8 Registration No. 333-_____ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 25-1724540 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 600 Mayer Street Bridgeville, Pennsylvania 15017 (Address of principal executive offices) STOCK INCENTIVE PLAN (Full title of the plan) Clarence M. Mcaninch President and Chief Executive Officer Universal Stainless & Alloy Products, Inc. 600 Mayer Street Bridgeville, Pennsylvania 15017 (Name and address of agent for service) (412) 257-7600 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ======================== ================ ====================== ==================== ================== TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE - ------------------------ ---------------- ---------------------- -------------------- ------------------ Common Stock, par value 300,000 shares $5.58 $1,674,000.00 $154.01 $.001 per share ======================== ================ ====================== ==================== ================== (1) This Registration Statement also registers additional securities to be offered or issued upon adjustment or changes made to the registered securities by reason of any stock splits, stock dividends or similar transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"). (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the basis of the average of the high and low prices for the Registrant's Common Stock on September 30, 2002 as reported on the Nasdaq National Market. - ---------------------------------------------------------------------------------------------------------------
The earlier Registration Statements on Form S-8 filed by Universal Stainless & Alloy Products, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") on April 7, 1995 (File No. 33-90970) and October 4, 1996 (File No. 333-13509), pertaining to the Registrant's 1994 Stock Incentive Plan, are hereby incorporated by reference. This incorporation is made pursuant to General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan. This Registration Statement is being filed to register an additional 300,000 shares of the Registrant's Common Stock under the Registrant's Stock Incentive Plan, formerly known as the 1994 Stock Incentive Plan (the "Plan"). The increase in available shares, the change in the name of the Plan and certain other amendments to the Plan were approved by the Registrant's stockholders at the Registrant's annual meeting held on May 21, 2002. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: Exhibit No. Description ----------- ----------- 5.1 Opinion of Paul A. McGrath, Esq. regarding the legality of the securities registered hereunder. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Paul A. McGrath, Esq. (included in the Opinion filed as Exhibit 5.1). II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bridgeville, Pennsylvania, on this 19th day of September, 2002. UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. By: /s/ Clarence M. McAninch ------------------------------------ Clarence M. McAninch President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Universal Stainless & Alloy Products, Inc. hereby constitutes and appoints Clarence M. McAninch and Paul A. McGrath, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, to sign one or more amendments to this Registration Statement on Form S-8 under the Securities Act of 1933, as amended, including post-effective amendments and other related documents, and to file the same with the Securities and Exchange Commission under said Act, hereby granting power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date --------- -------- ---- /s/ Clarence M. McAninch President, Chief Executive Officer September 19, 2002 - ------------------------- and Director (Principal Executive Clarence M. McAninch Officer) /s/ Richard M. Ubinger Vice President of Finance and Chief September 19, 2002 - ------------------------- Financial Officer (Principal Richard M. Ubinger Financial and Accounting Officer) /s/ Douglas M. Dunn Director September 19, 2002 - ------------------------- Douglas M. Dunn /s/ George F. Keane Director September 19, 2002 - ------------------------- George F. Keane /s/ Udi Toledano Director September 19, 2002 - ------------------------- Udi Toledano
II-2 EXHIBIT INDEX
Exhibit No. Description Sequential Page Number ----------- ----------- ---------------------- 5.1 Opinion of Paul A. McGrath, Esq. regarding the legality of 6 the securities registered hereunder. 23.1 Consent of PricewaterhouseCoopers LLP, independent 7 accountants. 23.2 Consent of Paul A. McGrath, Esq. (included in the Opinion 6 filed as Exhibit 5.1).
II-3 EX-5 3 exh5-1_100102.txt EXHIBIT 5.1 Exhibit 5.1 [GRAPHIC OMITTED] UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. 600 Mayer Street o Bridgeville, Pennsylvania 15017 Paul A. McGrath Phone: 412-257-7603 Fax: 412-257-7640 September 30, 2002 Universal Stainless & Alloy Products, Inc. 600 Mayer Street Bridgeville, Pennsylvania 15017 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: I am General Counsel of Universal Stainless & Alloy Products, Inc. (the "Company") and I have acted as counsel for the Company in connection with the preparation of the Form S-8 Registration Statement to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended, of an additional 300,000 shares of the Company's common stock, par value $.001 per share (the "Shares"), which are to be offered from time to time to certain officers, employees and directors of the Company pursuant to the terms of the Universal Stainless & Alloy Products, Inc. Stock Incentive Plan, formerly known as the 1994 Stock Incentive Plan (the "Plan"). I have examined the originals, certified copies or copies otherwise identified to my satisfaction as being true copies of the Plan and such other documents as I have deemed necessary or appropriate for purposes of this opinion. Based on the foregoing, I am of the opinion that the Shares have been duly and validly authorized and reserved for issuance, and that the Shares, when issued under the terms of the Plan, will be legally and validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, Paul A. McGrath General Counsel EX-23 4 exh23-1_100102.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 18, 2002, except for Note 12, which is as of February 14, 2002, relating to the financial statements, which appears in the 2001 Annual Report to Stockholders of Universal Stainless & Alloy Products, Inc., which is incorporated by reference in Universal Stainless & Alloy Products, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the incorporation by reference of our report dated January 18, 2002 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers, LLP - ------------------------------- PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania September 27, 2002 -----END PRIVACY-ENHANCED MESSAGE-----