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): April 9, 2009
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 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
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Vice President of Administration,
General Counsel and Corporate Secretary
Dated: April 15, 2009