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): June 28, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously disclosed, effective May 15, 2007, George F. Keane
retired as a Director of Universal Stainless & Alloy Products, Inc. As a result
of Mr. Keane's retirement, the Company was not in compliance with the audit
committee composition requirements of NASDAQ Marketplace Rule 4350. On June 25,
2007, the Company received a letter from NASDAQ Listing Qualifications
confirming that the Company is not in compliance with the audit committee
composition requirements set forth in Marketplace Rule 4350. According to the
letter, the Company has until the earlier of May 15, 2008 or its next annual
stockholders' meeting, which is expected to occur in May 2008, to regain
compliance with these requirements or face possible delisting from NASDAQ. The
Company is actively conducting a search for an independent director to serve on
its Board of Directors and Audit Committee. The addition of one qualified
independent director to serve on the Audit Committee will allow the Company to
regain compliance with Marketplace Rule 4350. The Company expects to regain
compliance with Marketplace Rule 4350 in advance of the termination of the cure
period.
The Company issued a press release disclosing that it received the
letter from NASDAQ described above. A copy of the press release is attached
hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 8.01. Other Events
On June 28, 2007, the Company issued a press release announcing that
it was added to the broad-market Russell 3000(R) Index. A copy of the press
release is attached hereto as Exhibit 99.2 and is hereby incorporated by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated June 28, 2007
99.2 Press Release dated June 28, 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/ Richard M. Ubinger
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Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: June 28, 2007