SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
25-1724540
(I.R.S. employer identification no.)
600 Mayer Street, Bridgeville, Pennsylvania 15017
(Address of principal executive offices) (Zip code)
1996 Employee Stock Purchase Plan
(Full title of the plan)
Clarence M. McAninch
President and Chief Executive Officer
Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, Pennsylvania 15017
(Name and address of agent for service)
(412) 257-7600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================================================================
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate registration
to be registered registered(1) per share(2)(3) offering price(2)(3) fee(2)
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Common Stock, $.001 par 90,000 $8.875 $798,750 $242.05
value per share
================================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Of the shares being registered, 90,000 shares are to be offered at
prices not presently determinable. Pursuant to paragraphs (c) and (h)
of Rule 457 under the Securities Act, the proposed maximum offering
price and the registration fee for the Registrant's Common Stock
issuable under the plan are based upon the average of high and low
prices of the Registrant's Common Stock reported on The Nasdaq
National Market on September 30, 1996, within five business days prior
to the date of the filing of this Registration Statement.
(3) Estimated solely for the purposes of calculating the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will
be sent or given to employees who have been awarded options under the Universal
Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan (the
"Plan"), and are not being filed with, or included in, this Registration
Statement on Form S-8 (the "Registration Statement"), in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission").
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will
be sent or given to employees who have been awarded options under the Plan and
are not being filed with, or included in, this Registration Statement, in
accordance with the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents which heretofore have been filed with the
Commission by UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware
corporation (the "Company" or "Registrant"), are incorporated by reference in
this Registration Statement.
(a) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1995, filed with the Commission on April 1, 1996, pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) (i) The Company's quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 1996.
(ii) The Company's quarterly report on Form 10-Q for the fiscal
quarter ended June 30, 1996.
(c) The Company's current report on Form 8-K dated May 3, 1996, filed
with the Commission on May 16, 1996.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment, which indicates
that all securities offered have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Reference is made to Section 145 of the Delaware General Corporation
Law, as amended (the "DGCL"), which provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is or
was a director, officer, employee or agent of such corporation, or is or was
serving at the request of such corporation in such capacity of another
corporation or business organization. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such director, officer, employee or agent
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interest of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that such person's
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses that such officer or director actually and
reasonably incurred in connection therewith.
Reference is also made to Section 102(b)(7) of the DGCL, which enables
a corporation in its certificate of incorporation to eliminate or limit the
personal liability of a director for monetary damages for violations of a
director's fiduciary duty, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL (providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which the director
derived an improper personal benefit.
Articles Eleventh and Twelfth of the Registrant's Restated Certificate
of Incorporation and Article IX, Section 1 of the Registrant's By-laws provide
for the elimination of personal liability of a director for breach of fiduciary
duty as permitted by Section 102(b)(7) of the DGCL, and provide that the
Registrant indemnify its directors and officers to the full extent permitted by
Section 145 of the DGCL.
Policies of insurance are maintained by the Registrant under which the
officers and directors of the Registrant are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of, and certain liabilities which might be imposed
as a result of actions, suits or proceedings to which such officers and
directors are parties by reason of being or having been such officers or
directors.
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Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 1994 Stock Incentive Plan.
5.1 Opinion of Battle Fowler LLP regarding the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Battle Fowler LLP (included in its opinion filed as
Exhibit 5.1 hereto).
24.1 Power of Attorney (included in the signature pages hereto).
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at
the termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bridgeville, State of Pennsylvania, on this 4th
day of October, 1996.
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
By: /s/ Clarence M. McAninch
Clarence M. McAninch
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Clarence M. McAninch and Daniel J.
DeCola, Sr., his true and lawful attorney-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement, including post-effective amendments, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all his said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
/s/Clarence M. McAninch President, Chief Executive Officer and October 4, 1996
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Clarence M. McAninch Director
/s/Daniel J. DeCola, Sr. Vice President, Operations and October 4, 1996
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Daniel J. DeCola, Sr. Director
/s/Richard M. Ubinger Chief Financial Officer, October 4, 1996
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Richard M. Ubinger Principal Accounting Officer
and Treasurer
/s/Udi Toledano Director October 4, 1996
Udi Toledano
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Name Title Date
/s/Orit Gadiesh Director October 4, 1996
Orit Gadiesh
/s/George F. Keane Director October 4, 1996
George F. Keane
/s/D. Leonard Wise Director October 4, 1996
D. Leonard Wise
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 1996 Employee Stock Purchase Plan.
5.1 Opinion of Battle Fowler LLP regarding the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Battle Fowler LLP (included in its opinion filed as
Exhibit 5.1 hereto).
24.1 Power of Attorney (included in the signature pages hereto).
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