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): February 11 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 February 11, 2009, Universal Stainless and Alloy Products, Inc. (the
"Company") announced that William W. Beible, Jr. has been named Senior Vice
President of Operations of the Company effective February 11, 2009. Mr. Beible
previously served in various management positions at Carpenter Technology
Corporation, a producer and distributor of specialty alloys, from May 2006 until
October 2008. In particular, Mr. Beible served as Vice President of
Manufacturing - Specialty Alloys Operations from May 2006 until June 2007, Vice
President of Advanced Manufacturing and Engineering from June 2007 until April
2008 and Vice President of Integrated Information Systems from April 2008 until
October 2008. Mr. Beible also served at Gladfelter Pulp Wood Co., a global
supplier of specialty papers and engineered products, as its Vice President of
Information Technology from May 2003 until January 2004 and its Vice President
of Business Improvement from January 2004 until December 2005.
In connection with his appointment, Mr. Beible entered into an employment
agreement (the "Employment Agreement") with the Company. The Employment
Agreement has an initial term which continues until February 11, 2010, subject
to automatic one-year extensions unless either party elects not to extend the
term. Mr. Beible will receive an annual base salary of $230,000 per year. Mr.
Beible also will participate in benefit plans or programs generally offered by
the Company to salaried employees. Mr. Beible is eligible for variable
compensation targeted at 100% of his base salary, with a minimum amount of
variable compensation for the 2009 calendar year of $135,000. In addition, Mr.
Beible received a grant of 15,000 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,
2008.
On February 11, 2009, the Company issued a press release regarding these
management changes. A copy of the press release is filed herewith as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated February 11, 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/ Richard M. Ubinger
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Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: February 11, 2009