SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended June 30, 1997
Commission file number 33-13511
A.Full title of the plan and the address of the plan, if different
from that of the issuer named below:
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
B.Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
600 Mayer Street
Bridgeville, PA 15107
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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS
Items 1. and 2. Financial Statements and Exhibits
a. Financial statements: Pages
Report of Independent Accountants 3
Statement of Financial Condition as of 4
June 30, 1997
Statement of Income and Changes in Plan Equity 5
for the fiscal year ended June 30, 1997
Notes of financial statements 6-9
b. Exhibits:
23.1 Consent of independent accountants
2
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Universal Stainless & Alloy Products, Inc.
We have audited the accompanying statement of financial condition of the
Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase
Plan (the "Plan") as of June 30, 1997, and the related statement of income
and changes in Plan equity for the fiscal year ended June 30, 1997. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial condition of the Plan as of June
30, 1997, and the income and changes in Plan equity for fiscal year ended
June 30, 1997, in conformity with generally accepted accounting
principles.
Price Waterhouse LLP
Pittsburgh, PA
September 18, 1997
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<TABLE>
<CAPTION>
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL CONDITION
as of June 30, 1997
<S> <C>
ASSETS
Cash $ 1,248
-------
Total assets $ 1,248
=======
LIABILITIES AND PLAN EQUITY
Payable to Plan Sponsor $ 1,140
Plan equity 108
-------
Total liabilities and Plan equity $ 1,248
=======
The accompanying notes are an integral
part of the financial statements.
</TABLE>
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<TABLE>
<CAPTION>
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
for the fiscal year ended June 30, 1997
<S> <C>
Contributions by participating employees $ 56,464
Interest on bank deposits 54
---------
56,518
---------
Withdrawals and expenditures:
Participant withdrawals 11,790
Administrative costs 54
Stock distribution 44,566
---------
56,410
---------
Net increase in Plan equity 108
Plan equity, beginning of year --
---------
Plan equity, end of year $ 108
=========
The accompanying notes are an integral
part of the financial statements.
</TABLE>
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<PAGE>
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The Universal Stainless & Alloy Products, Inc. (the "Company") 1996
Employee Stock Purchase Plan (the "Plan") was adopted by the stockholders
of the Company on May 22, 1996 for the benefit of substantially all
employees of the Company. The Plan was established to enable eligible
employees of the Company to acquire an ownership interest in the Company.
The aggregate number of shares of common stock which may be purchased
under the Plan shall not exceed 90,000 shares. The Plan is intended to be
an employee stock purchase plan, as defined by Section 423 of the Internal
Revenue Code.
Purchase rights are generally granted with respect to six-month purchase
periods and are limited to the lesser of (i) 100 shares, (ii) the maximum
number of whole shares that could be purchased by an amount equal to 10
percent of an employee's base compensation paid during the purchase
period, or (iii) a pro-rata share of the shares remaining in the aggregate
authorization under the Plan. The purchase price for shares subject to the
purchase right is the lesser of (i) 85 percent of the closing market price
of such stock on the date of the grant of the purchase right, generally
the day preceding the beginning of a six-month purchase period, or (ii) 85
percent of the closing market price of such stock on the date the purchase
right is exercised, generally the last day of the six-month purchase
period. No cash consideration is received for the granting of purchase
rights.
No employee may be granted a purchase right under the Plan if the
employee, immediately after the purchase right is granted, owns stock
possessing five percent or more of the total combined voting power or
value of all classes of stock of the Company. Also, no employee may
purchase shares under the Plan in excess of $25,000 of fair market value
of such shares on the date of grant of the purchase right.
Employees may elect to participate by filing an enrollment form and
authorizing payroll deductions of up to 10 percent of their base
compensation; provided, however, such amount may not exceed 100 multiplied
by 85 percent of the fair market value of a share of company stock on the
date of the grant of the purchase right. Payroll deductions begin with the
first paycheck received after the commencement of the relevant purchase
period and end with the last check received within the purchase period.
The shares of stock subject to the purchase right are automatically
purchased on the last day of the purchase period by applying the
accumulated payroll deductions to the purchase of whole shares of common
stock. Any amount remaining after the purchase of the maximum amount of
whole shares is applied to the next purchase period; provided, however, if
the employee purchased 100 shares during the purchase period, the balance
is refunded.
6
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The Board of Directors of the Company has the power to terminate or amend
the Plan at any time. If the Board does not take action to earlier
terminate the Plan, it will terminate on the last day of the first
purchase period ending in 2005 or the date on which all shares available
for issuance under the Plan have been sold pursuant to purchase rights
exercised under the Plan.
2. Summary of Significant Accounting Policies:
Security Transactions
Security transactions are accounted for as of the last day of each six
month purchase period. Securities are issued directly to the participants
of the Plan from unissued shares designated for the Plan. The Plan does
not hold the securities as temporary investments. As of June 30, 1997,
5,990 of the designated shares have been issued. The cost of securities
distributed is determined in accordance with the Plan.
Contributions and Deposits
Employee contributions are recorded on an accrual basis as of the date the
employees' contributions are withheld from the employees' compensation.
Contributions to the Plan are initially invested in an interest-bearing
account pending their investment in the Company's stock. Interest earned
on such cash balances is returned to the Company to partially offset
administrative costs of the Plan.
Withdrawals
Participant withdrawals from the Plan may occur at the election of the
Participant, upon termination of employment or as a refund of
contributions made in excess of the value of stock distributed during each
purchase period. Participant withdrawals equal the cash contributed to the
Plan less the value of stock distributed to the Participant.
7
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the Board of Directors who administer the Plan have duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
SIGNATURE TITLE DATE
/s/ Richard M. Ubinger PLAN ADMINISTRATOR SEPTEMBER 29, 1997
- ----------------------
RICHARD M. UBINGER
8
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-13511) of Universal Stainless & Alloy
Products, Inc. of our report dated September 18, 1997, which appears on page 3
of the Annual Report of the Universal Stainless & Alloy Products, Inc. 1996
Employee Stock Purchase Plan for the year ended June 30, 1997, included in this
Annual Report on Form 11-K.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Pittsburgh, PA
September 18, 1997
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