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 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
<TABLE>
================================================================================================================================
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<CAPTION>
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate registration
to be registered registered per share (1) (2) offering price (1) (2) fee (1)
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<S> <C> <C> <C> <C>
Common Stock, $.001 par 11,800 $8.875 $104,725 $100.00
value per share
================================================================================================================================
</TABLE>
(1) Of the shares being registered, 11,800 shares are to be offered at
prices not presently determinable. Pursuant to paragraphs (c) and (h)
of Rule 457 of the Securities Act of 1933, as amended (the "Securities
Act"), the proposed maximum offering price per share of such 11,800
shares and the amount of registration fee are based upon the average
of the high and low prices per share of the Registrant's Common Stock
reported on the Nasdaq National Market on October 1, 1996, within
five business days prior to the date of filing of this Registration
Statement.
(2) Estimated solely for the purpose 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 or directors who have been awarded shares of
stock under the Universal Stainless & Alloy Products, Inc. 1996 Employee Stock
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 shares of stock 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.
-2-
C/M: 11834.0002 390261.2
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Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 1996 Employee Stock 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.
-3-
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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.
-4-
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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 county of Allegheny, Commonwealth 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.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/Clarence M. McAninch President, Chief Executive Officer and October 4, 1996
Clarence M. McAninch Director
/s/Daniel J. DeCola, Sr. Vice President, Operations, and October 4, 1996
Daniel J. DeCola, Sr. Director
/s/Richard M. Ubinger Chief Financial Officer, October 4, 1996
Richard M. Ubinger Principal Accounting Officer
and Treasurer
/s/Udi Toledano Director October 4, 1996
Udi Toledano
</TABLE>
C/M: 11834.0002 390261.2
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<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/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
</TABLE>
C/M: 11834.0002 390261.2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 1996 Employee Stock 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).
C/M: 11834.0002 390261.2
Exhibit 4.1
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PLAN
Section 1. Purpose
The purpose of this employee stock plan (the "Plan") is to promote the
interests of Universal Stainless & Alloy Products, Inc., a Delaware corporation
(the "Company"), its affiliates, and its stockholders by providing employees
with an opportunity to acquire a proprietary interest in the Company, and
thereby develop a stronger incentive to put forth maximum effort for the
continued success and growth of the Company and its affiliates.
Section 2. Administration
All administrative duties hereunder shall rest with the Board of Directors of
the Company (the "Board"), except to the extent the Board appoints from among
its members a committee to administer the Plan (in either case, the group
administering the Plan is hereinafter referred to as the "Committee"). The
construction and interpretation by the Committee of the terms and provisions of
the Plan and the agreements entered into thereunder shall be final and
conclusive.
Section 3. Shares Subject to the Plan
The shares that may be issued under the Plan shall be shares of common stock of
the Company, par value $.001 per share ("Common Stock"). The total number of
shares issued pursuant to the Plan shall not exceed 11,800 shares of Common
Stock. Shares of Common Stock issued under the Plan may be shares held by the
Company either as treasury shares or as authorized but previously unissued
shares.
Section 4. Eligibility
Participation is limited to those individuals who are full-time employees of
the Company on the day of issuance and were full-time employees of the Company
as of May 22, 1996 and who have not received stock under the 1994 Employee
Stock Plan or an award under the 1994 Stock Incentive Plan and who have
completed or who complete 1040 hours of actual work (not equivalent to
continuous service) in the case of hourly employees or 130 actual work days in
the case of salary employees by December 31, 1996 (the "Eligible Employees").
Section 5. Stock Awards
As soon as practicable following the adoption of the Plan by the Board, the
Committee shall issue 100 shares of Common Stock to each individual who is an
Eligible Employee as of May 22, 1996 without the payment of any cash
consideration. Thereafter the Committee
C/M 11834.0000 409643.1
<PAGE>
may, in its discretion, issue shares to an Eligible Employee without payment of
any cash consideration. A certificate for Common Stock so awarded shall be
issued in the name of each Eligible Employee receiving Common Stock.
Section 6. Non-Transferability of Shares
Shares of Common Stock issued pursuant to the Plan shall not be transferable by
an Eligible Employee during the one year period beginning on the date the
shares of Common Stock are issued (the "Restricted Period").
Certificates representing shares issued hereunder shall bear a legend
prohibiting transfer of such shares. Upon the expiration of the Restricted
Period and submittal of the original certificate, the restrictions on transfer
shall lapse and a new certificate representing such shares will be issued
without the restrictive legend described above.
Section 7. Tax Withholding
Shares of Common Stock shall be issued subject to the satisfaction of applicable
tax withholding obligations which may be satisfied by the Company. In the event
the Company satisfies the tax withholding obligation of an Eligible Employee,
the Company shall also satisfy any additional withholding obligations that arise
in connection therewith.
Section 8. Employment Obligations
The issuance of Common Stock to an Eligible Employee shall not impose upon the
Company any obligation to employ or continue to employ an Eligible Employee.
The right of the Company to terminate the employment of any employee shall not
be diminished or affected in any way by reason of the fact that Common Stock
has been issued to such Eligible Employee.
Section 9. Amendment of the Plan
The Board of Directors may at any time and from time to time modify, amend or
terminate the Plan.
Section 10. Governing Law
The Plan and all Award agreements issued hereunder shall be governed by the
laws of the State of Delaware.
Section 11. Effective Date and Duration of the Plan
The Plan shall become effective when adopted by the Board.
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2
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The Plan shall terminate upon the earlier of (i) the close of business on
December 31, 1996, or (ii) the date on which all shares available for issuance
under the Plan shall have been issued, or (iii) the date on which the Board
takes formal action to terminate the Plan.
Notwithstanding the foregoing, the transfer restrictions set forth in Section 6
of the Plan with respect to a share of Common Stock issued hereunder shall not
terminate earlier than the end of the Restricted Period with respect to such
share.
Adopted by the Board of Directors
on May 22, 1996
C/M 11834.0000 409643.1
3
Exhibit 5.1
[Battle Fowler LLP letterhead]
October 4, 1996
Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, PA 15017
Re: Universal Stainless & Alloy Products, Inc.
Registration Statement on Form S-8 Filed in
Connection with the 1996 Employee Stock Plan
Ladies and Gentlemen:
We have acted as counsel for Universal Stainless & Alloy Products,
Inc., a Delaware corporation (the "Company"), in connection with the
preparation and filing of a registration statement on Form S-8 (the "S-8
Registration Statement"), pursuant to which the Company proposes to offer and
sell up to 11,800 shares ("Employee Shares") of its common stock, par value
$0.001 per share (the "Common Stock"). You have requested that we furnish our
opinion as to the matters hereinafter set forth.
In this connection we have examined the following documents:
1. A copy of the Amended and Restated Certificate of Incorporation
of the Company, as certified by the Secretary of State of the
State of Delaware on September 3, 1996;
2. The By-Laws of the Company, as certified by the Secretary of the
Company;
3. The minute books of the Company, including (a) the resolutions
of the Board of Directors of the Company (the "Board"), dated
May 22, 1996, approving the adoption of the Company's 1996
Employee Stock Plan (the "Plan"), (b) the resolutions of the
Board, dated October 6, 1994, reserving 13,100 shares (the
"13,100
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2
Universal Stainless & Alloy Products, Inc. October 4, 1996
Shares") of Common Stock for future issuance pursuant to any of
the Company's stock plans created thereafter, and (c) the
resolutions of the Board, dated September 25, 1996, authorizing,
among other things, the issuance of the Employee Shares from the
13,100 Shares pursuant to the Plan and the filing of the S-8
Registration Statement;
4. The Plan;
5. The S-8 Registration Statement; and
6. Certificates or telegrams of public officials as to matters set
forth therein and certificates of representatives of the Company
as to matters set forth therein.
In rendering this opinion, we have assumed the capacity to sign and
the genuineness of all signatures of all persons executing agreements,
instruments or documents examined or relied upon by us, the authenticity of all
agreements, instruments or documents submitted to us as originals and the
conformity with the original agreements, instruments or documents of all
agreements, instruments or documents submitted to us as copies.
With respect to matters of fact, we have relied upon the written
statements and certificates of officers of the Company and certificates of
public officials. We have not independently verified the accuracy of the
matters set forth in the written statements or certificates upon which we have
relied, including the organization, existence, good standing, assets, business
or affairs of the Company, nor have we undertaken any lien, intellectual
property, suit or judgment searches or searches of court dockets in any
jurisdiction.
We are not admitted to the practice of law in any jurisdiction but
the State of New York, and we do not express any opinion as to the laws of
other states or jurisdictions other than the federal law of the United States
and the General Corporation Law of the State of Delaware. No opinion is
expressed as to the effect that the law of any other jurisdiction may have upon
the subject matter of the opinion expressed herein under conflicts of law
principles, rules and regulations or otherwise.
Except for the opinions set forth in the immediately following
paragraph, we express no opinions and no opinions should be implied.
C/M: 11834.0000 400220.4
<PAGE>
3
Universal Stainless & Alloy Products, Inc. October 4, 1996
Based upon and subject to the foregoing, we are of the opinion that
the Employee Shares have been duly authorized for issuance pursuant to the Plan
and, when issued and delivered against payment therefor and otherwise in the
manner described in the Plan and in the resolutions of the Board authorizing
the same, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-8 Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Battle Fowler LLP
C/M: 11834.0000 400220.4
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1996, which appears on
page 20 of the 1995 Annual Report to Shareholders of Universal Stainless &
Alloy Products, Inc. (the Company), which is incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
October 4, 1996
C/M 11834.0000 409756.1
