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): November 20, 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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On November 20, 2007, the Board of Directors of Universal Stainless
and Alloy Products, Inc. (the "Company") amended and restated the Company's
By-laws in order to clarify in Article V thereof that the Company is permitted
to issue uncertificated shares of its common stock and to facilitate the
Company's eligibility to participate in a Direct Registration Program by January
1, 2008, as required by NASDAQ Rule 4350(l). The Board of Directors of the
Company also approved amendments to Article IV of the Company's By-laws in order
to reflect the separation of duties of the Company's Chief Executive Officer and
its President. In addition, a number of non-material, conforming changes and
technical edits were made to the Bylaws.
The description of the amendments to the By-laws set forth above is
qualified by reference to the full text of the Amended and Restated By-laws of
the Company filed as Exhibits 3.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Amended and Restated By-laws
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: November 27, 2007