-----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, Jx7+c9H1A0uFMG60oFwqagHEzAI38MLdWX6Y2izOjG6WXXGwhsvLNtOTmbLArFs+ vlTJGDtOae2J6ixWALY+Ng== 0000898431-03-000108.txt : 20031002 0000898431-03-000108.hdr.sgml : 20031002 20031002174014 ACCESSION NUMBER: 0000898431-03-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030925 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031002 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25032 FILM NUMBER: 03925171 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 8-K 1 form8_k.txt FORM 8-K 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): September 25, 2003 Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 33-13511 25-1724540 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 600 Mayer Street, Bridgeville, Pennsylvania 15017 --------------------------------------------------------- ------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (412) 257-7600 Item 4. Changes in Registrant's Certifying Accountant. (a) Previous independent accountants. (i) On September 5, 2003, the Registrant notified PricewaterhouseCoopers LLP that it was being dismissed as the independent accountants of the Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan (the "Registrant") effective upon completion of the audit relating to the Registrant's financial statements to be included in the Registrant's Annual Report on Form 11-K for the year ended June 30, 2003 and the filing of such Form 11-K. Such 11-K was filed on September 25, 2003. (ii) The reports of PricewaterhouseCoopers LLP on the financial statements of the Registrant for the past two fiscal years did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The decision to change accountants was recommended and approved by the members of the Board of Directors of Universal Stainless & Alloy Products, Inc. who administer the Registrant's plan. (iv) In connection with its audits for the two most recent fiscal years and through September 25, 2003, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their reports on the financial statements for such years. (v) During the two most recent fiscal years and through September 25, 2003, there have been no reportable events (as defined in Regulation S-K, Item 304(a)(1)(v)). (vi) The Registrant provided PricewaterhouseCoopers LLP with a copy of this Current Report on Form 8-K no later than the date this report was filed with the Securities and Exchange Commission and has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed herein as Exhibit 16.1 to this Current Report on Form 8-K. (b) New independent accountants. Effective on September 25, 2003, the Registrant engaged Schneider Downs & Co., Inc. as its new independent accountants. Prior to its appointment as independent accountants, Schneider Downs & Co., Inc. had not been consulted by the Registrant on any of the matters referenced in Regulation S-K Item 304 (a) (2). Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Proforma financial information. Not applicable. (c) Exhibits. 16.1 Letter of PricewaterhouseCoopers LLP as to change in certifying accountant. SIGNATURE 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. UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN By: /s/ Richard M. Ubinger ------------------------------------- Plan Administrator Dated: October 2, 2003 EX-99 3 exhibit99_1.txt EXHIBIT 99.1 Exhibit 99.1 October 2, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Registrant's Form 8-K report dated September 25, 2003. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----