-----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, S1PM1WEgAJ5Jj7BgviqnVKeL4FhNQEyKC6wU37qEi0o2gW5Q9B0qii7ZzWpC50bZ EAB1s8reSU1DVa5DwV6dyQ== 0000898431-09-000036.txt : 20090415 0000898431-09-000036.hdr.sgml : 20090415 20090415101222 ACCESSION NUMBER: 0000898431-09-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090409 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090415 DATE AS OF CHANGE: 20090415 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: 1207 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25032 FILM NUMBER: 09750019 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 form8k.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): April 9, 2009 Universal Stainless & Alloy Products, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-25032 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 9, 2009, the Board of Directors of Universal Stainless & Alloy Products, Inc. (the "Company") increased the size of the Board of Directors from five members to six members and appointed Christopher L. Ayers to fill the newly created vacancy, effective April 10, 2009. There is no arrangement or understanding pursuant to which Mr. Ayers was selected as a director. Mr. Ayers will receive compensation for his service as a director that is consistent with the compensation paid to the Company's other non-employee directors, except that Mr. Ayers will receive a pro rata portion of the annual retainer for 2009. The Board of Directors has determined that Mr. Ayers is independent, as defined under applicable Nasdaq listing standards, and appointed Mr. Ayers to serve on its Audit Committee, Compensation Committee and Nominating and Governance Committee. A copy of the Company's press release announcing the appointment of Mr. Ayers is filed as Exhibit 99.1 hereto and is hereby incorporated by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated April 15, 2009 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. By: /s/ Paul A. McGrath ----------------------------------------- Vice President of Administration, General Counsel and Corporate Secretary Dated: April 15, 2009 EX-99 2 ex99.txt EXHIBIT 99 [GRAPHIC OMITTED] UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. CONTACTS: Richard M. Ubinger June Filingeri Vice President of Finance, President Chief Financial Officer and Treasurer Comm-Partners LLC (412) 257-7606 (203) 972-0186 FOR IMMEDIATE RELEASE - --------------------- UNIVERSAL STAINLESS NAMES CHRIS AYERS TO BOARD OF DIRECTORS BRIDGEVILLE, PA, April 15, 2009 - Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) announced today that Christopher L. Ayers has joined the Company's Board of Directors, increasing the number of Company Directors to six. As an independent Director, Mr. Ayers will serve on each of the established committees of the Board. Mr. Ayers, 42, brings diverse industry and management experience to his position as a Director of the Company. From 1999 through December 2008, Mr. Ayers served in several management roles at Precision Castparts Corp., a manufacturer of metal components and products, including Executive Vice President. He also held the posts of President - PCC Forgings Division and President - Wyman Gordon Forgings. Prior to joing Precision Castparts, Mr. Ayers was Vice President of Operations at Quantum Laser Corporation, a Federal Aviation Administration repair facility for aerospace and industrial gas turbine blades. From 1989 through 1997, Mr. Ayers held management positions with Precision Components International and Pratt & Whitney involving many facets relating to the manufacturing of jet engines and their components. Mr. Ayers holds a Master's degree in Business Administration from the University of Connecticut and Master's and Bachelor's degrees in Aerospace Engineering from the Georgia Institute of Technology. Chairman Mac McAninch commented: "We are very pleased to have Chris Ayers join our Board. His experience in the steel and aerospace industries combined with his knowledge of international business fit well with our end markets and growth plans. We look forward to his contribution to the strategy and growth of Universal Stainless & Alloy Products." About Universal Stainless & Alloy Products, Inc. - ------------------------------------------------ Universal Stainless & Alloy Products, Inc., headquartered in Bridgeville, Pa., manufactures and markets a broad line of semi-finished and finished specialty steels, including stainless steel, tool steel and certain other other alloyed steels. The Company's products are sold to rerollers, forgers, service centers, original equipment manufacturers and wire redrawers. More information is available at www.univstainless.com. Forward-Looking Information Safe Harbor - --------------------------------------- Except for historical information contained herein, the statements in this release are forward-looking statements that are made pursuant to the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to differ materially from forecasted results. Those risks include, among others, risks associated with the receipt, pricing and timing of future customer orders, risks associated with significant fluctuations that may occur in raw material and energy prices, risks associated with the manufacturing process, labor and production yields, risks related to property, plant and equipment, and risks related to the ultimate outcome of the Company's current and future litigation and regulatory matters. Certain of these risks and other risks are described in the Company's filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or may be obtained upon request from the Company. # # # -----END PRIVACY-ENHANCED MESSAGE-----