<PAGE>
UNITED STATES
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, 1999
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
<PAGE>
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 4
of June 30, 1999 and 1998
Statement of Income and Changes in Plan Equity 5
for the fiscal years ended June 30, 1999, 1998 and 1997
Notes to the financial statements 6-7
b. Exhibits:
23.1 Consent of independent accountants
-2-
<PAGE>
Report Of Independent Accountants
To the Board of Directors and Stockholders
of Universal Stainless & Alloy Products, Inc.
In our opinion, the accompanying statement of financial condition and the
related statement of income and changes in Plan equity present fairly, in all
material respects, the financial condition of Universal Stainless & Alloy
Products, Inc. 1996 Employee Stock Purchase Plan (the Plan) at June 30, 1999 and
1998, and the income and changes in Plan equity for each of the three years in
the period ended June 30, 1999, in conformity with generally accepted accounting
principles. 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 audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
September 28, 1999
<PAGE>
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL CONDITION
As of June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Assets:
Cash $30,437 $40,689
------------ ------------
Total assets $30,437 $40,689
============ ============
Liabilities and Plan equity:
Payable to Plan sponsor $26,041 $34,148
Refunds payable to Plan participants 4,335 6,384
------------ ------------
Total liabilities 30,376 40,532
Plan equity 61 157
------------ ------------
Total liabilities and Plan equity $30,437 $40,689
============ ============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
-4-
<PAGE>
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
For the Fiscal Years Ended June 30, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Additions:
Contributions by participating employees $66,792 $84,492 $56,464
Interest on bank deposits 554 675 54
-------------- -------------- --------------
Total additions 67,346 85,167 56,518
-------------- -------------- --------------
Deductions:
Stock distributions 54,739 72,949 44,566
Participant withdrawals 12,149 11,494 11,790
Administrative costs 554 675 54
-------------- -------------- --------------
Total deductions 67,442 85,118 56,410
-------------- -------------- --------------
Net increase (decrease) in Plan (96) 49 108
equity
Plan equity, beginning of year 157 108 -
-------------- -------------- --------------
Plan equity, end of year $ 61 $ 157 $ 108
============== ============== ==============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
-5-
<PAGE>
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1999, 1998 and 1997
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 Purchase 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
price 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, that such amount may not exceed 100 shares
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 commencement of the relevant purchase
period and end with the last paycheck 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
recorded as Plan equity and applied to the next purchase period; provided,
-6-
<PAGE>
however, if the employee purchased 100 shares during the purchase period, the
balance is refunded.
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 terminate the Plan
earlier, the Plan 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 the 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 by the Company to the
participants of the Plan from unissued shares designated for the Plan, and a
corresponding liability to the Plan sponsor is recorded. The Plan does not
hold the securities as temporary investments. For the fiscal years ended
June 30, 1999, 1998 and 1997, the shares issued were 9,804, 7,827 and 5,990,
respectively. Since inception of the Plan, 23,621 of the designated shares
have been issued. The valuation of securities distributed is at cost
determined in accordance with the Plan.
Contributions and Deposits
Employee contributions are recorded on the accrual basis as of the date the
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 and Refunds
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 withdrawls equal the cash contributed to the Plan less the value
of stock distributed to the Participant.
-7-
<PAGE>
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 30, 1999
RICHARD M. UBINGER
-8-
<PAGE>
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 28, 1999 relating to the financial
statements of the Universal Stainless & Alloy Products, Inc. 1996 Employee Stock
Purchase Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
September 29, 1999
