SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 19, 2007
Universal Stainless & Alloy Products, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-25032 25-1724540
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Mayer Street, Bridgeville, Pennsylvania 15017
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(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 October 19, 2007, Universal Stainless & Alloy Products, Inc. (the
"Company") announced that Dennis M. Oates was appointed to serve on its Board of
Directors, effective immediately. There is no arrangement or understanding
pursuant to which Mr. Oates was selected as a director. Mr. Oates 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.
Oates will receive a pro rata portion of the annual retainer for 2007. The Board
of Directors has determined that Mr. Oates is independent, as defined under
applicable Nasdaq listing standards, and appointed Mr. Oates to serve on its
Audit Committee, Compensation Committee and Nominating and Governance Committee.
The addition of Mr. Oates to the Audit Committee allows the Company to regain
compliance with Nasdaq Marketplace Rule 4350 in advance of the May 2008 deadline
resulting from the retirement of George F. Keane from the Company's Board of
Directors in May 2007. A copy of the Company's press release announcing the
appointment of Mr. Oates 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 October 19, 2007
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
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Vice President of Administration,
General Counsel and Corporate Secretary
Dated: October 19, 2007