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): December 26, 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 December 26, 2007, Universal Stainless and Alloy Products, Inc. (the
"Company") announced that Dennis M. Oates has been named President and Chief
Executive Officer of the Company effective January 2, 2008. Mr. Oates will
continue to serve on the Company's Board of Directors, which he joined in
October 2007. Mr. Oates succeeds Clarence M. McAninch as Chief Executive
Officer. Mr. McAninch will continue to serve as Chairman of the Board. Mr. Oates
assumes the post of President from Kenneth Matz, who left the Company on
December 21, 2007 to pursue other opportunities.
In connection with his appointment, Mr. Oates entered into an employment
agreement (the "Employment Agreement") with the Company. The Employment
Agreement has an initial term which continues until December 31, 2008, subject
to automatic one-year extensions unless either party elects not to extend the
term. Mr. Oates will receive an annual base salary of $300,000 per year. Mr.
Oates also will participate in benefit plans or programs generally offered by
the Company to salaried employees. Mr. Oates is eligible for variable
compensation targeted at 100% of his base salary, with a minimum amount of
variable compensation for the 2008 calendar year of $200,000. In addition, Mr.
Oates received a grant of 50,000 stock options, which vest in four equal annual
installments. The foregoing is a not a complete discussion of the Employment
Agreement. Accordingly, the foregoing is qualified in its entirety by reference
to the full text of the Employment Agreement, which will be attached to the
Company's Annual Report on Form 10-K for its fiscal year ended December 31,
2007.
On December 26, 2007, the Company issued a press release regarding these
management changes. A copy of the press release is filed herewith as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated December 26, 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 Secretary
Dated: December 26, 2007