SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 25, 2018
Universal Stainless & Alloy Products, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-25032 | | 25-1724540 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 600 Mayer Street, Bridgeville, Pennsylvania | | 15017 |
| (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 25, 2018, Universal Stainless & Alloy Products, Inc. (the “Company”) executed and delivered an underwriting agreement (the “Underwriting Agreement”), between the Company and Cowen and Company, LLC (the “Underwriter”), relating to the issuance and sale of 1,224,490 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a price to the public of $24.50 per share (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the Underwriter a30-day option to purchase up to an additional 183,673 shares of Common Stock. In addition, under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriter may be required to make because of any of those liabilities. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form8-K and incorporated herein by reference.
On May 25, 2018, the Company announced the pricing terms related to the Offering. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference. The Offering was made pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission. The opinion of the Company’s counsel as to the validity of the shares of Common Stock issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
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| UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. |
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| By: | | /s/ Paul A. McGrath |
| | Paul A. McGrath |
| | Vice President of Administration, |
| | General Counsel and Secretary |
Dated: May 30, 2018
