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, 2002
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
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
Statements of Financial Condition 4
June 30, 2002 and 2001
Statements of Income and Changes in Plan Equity 5
For the Years Ended June 30, 2002, 2001 and 2000
Notes to the Financial Statements 6-7
b. Exhibits:
23.1 Consent of Independent Accountants
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Report of Independent Accountants
To the Participants and Administrator of
the Universal Stainless & Alloy Products, Inc.
1996 Employee Stock Purchase Plan
In our opinion, the accompanying statements of financial condition and the
related statements of income and changes in plan equity present fairly, in all
material respects, the financial condition of the Universal Stainless & Alloy
Products, Inc. 1996 Employee Stock Purchase Plan (the Plan) at June 30, 2002 and
2001, and the income and changes in Plan equity for each of the three years in
the period ended June 30, 2002 in conformity with accounting principles
generally accepted in the United States of America. 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 auditing standards
generally accepted in the United States of America, 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 our opinion.
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
July 19, 2002
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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
June 30, 2002 and 2001
2002 2001
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Assets:
Cash $ 23,163 $ 26,388
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Total assets $ 23,163 $ 26,388
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Liabilities and Plan equity:
Payable to Plan sponsor $ 23,080 $ 26,300
Refunds payable to Plan participants 24 11
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Total liabilities 23,104 26,311
Plan equity 59 77
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Total liabilities and Plan equity $ 23,163 $ 26,388
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The accompanying notes are an integral part of these financial statements.
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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For the Years Ended June 30, 2002, 2001 and 2000
2002 2001 2000
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Additions:
Contributions by participating employees $ 52,273 $ 52,749 $ 54,344
Interest on bank deposits 147 339 602
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Total additions 52,420 53,088 54,946
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Deductions:
Stock distributions 50,309 51,134 49,803
Participant withdrawals 1,982 1,621 4,519
Administrative costs 147 339 602
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Total deductions 52,438 53,094 54,924
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Net (decrease) increase in Plan equity (18) (6) 22
Plan equity, beginning of year 77 83 61
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Plan equity, end of year $ 59 $ 77 $ 83
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The accompanying notes are an integral part of these financial statements.
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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2002
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
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,
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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, 2002, 2001 and 2000, the shares issued were 7,131, 8,566 and
9,485, respectively. Since inception of the Plan, 48,803 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.
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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 AUGUST 30, 2002
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RICHARD M. UBINGER
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