UNIVERSAL STAINLESS & ALLOY PRODUCTS INC false 0000931584 --12-31 0000931584 2022-03-14 2022-03-14 0000931584 us-gaap:CommonStockMember 2022-03-14 2022-03-14 0000931584 us-gaap:PreferredStockMember 2022-03-14 2022-03-14

 

 

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): March 14, 2022

 

 

Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39467   25-1724540

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

on Which Registered

Common Stock, par value $0.001 per share   USAP   The Nasdaq Stock Market, LLC
Preferred Stock Purchase Rights     The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On March 14, 2022, Universal Stainless & Alloy Products, Inc. (the “Company”) adopted the Company’s Third Amended and Restated By-laws (the “By-laws”) to remove the prior Section 11 of Article II, which related to the ability of the Company’s stockholders to act by written consent.

The foregoing description of the By-laws is a summary only and is qualified in its entirety to the full text of the By-laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits

 

3.1    Third Amended and Restated By-laws.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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/ John J. Arminas

  John J. Arminas
  Vice President, General Counsel and Secretary

Dated: March 16, 2022