M&A - UNIVERSAL STAINLESS & ALLOY PRODUCTS INC
Form Type: 15-12G
Filing Date: 2025-02-03
Corporate Action: Merger
Type: New
Accession Number: 000119312525018936
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. completed a merger with Aperam US Holdco LLC and Aperam US Absolute LLC, wherein Aperam US Absolute LLC merged with Universal, resulting in Universal becoming a wholly owned subsidiary of Aperam US Holdco LLC. This action is certified under the Securities Exchange Act of 1934, hence the termination of registration under Section 12(g) is initiated through this Form 15-12G.
Additional details:
Approximate Number Of Holders: One (1)
Merger Date: 2025-01-23
Merger Agreement Date: 2024-10-16
Form Type: 8-K
Filing Date: 2025-01-23
Corporate Action: Merger
Type: New
Accession Number: 000119312525011290
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. completed a merger pursuant to an Agreement and Plan of Merger dated October 16, 2024. This merger involved Aperam US Holdco LLC as the parent company. Following the merger, Universal Stainless became a wholly owned subsidiary of Aperam. As part of the transaction, each issued share of the company's common stock, except for certain excluded shares, was converted into $45.00 per share in cash. Additionally, various stock options and restricted stock units held by employees were also converted into cash or canceled, depending on their exercise prices relative to the merger consideration. After the completion of the merger, the company notified Nasdaq to suspend trading of its common stock and requested delisting from the exchange. The merger also led to changes in the company's board of directors and amendments to its certificate of incorporation. A press release announcing the merger's completion was issued on the same day.
Additional details:
Date Of Merger: 2025-01-23
Merger Price Per Share: 45.00
Merger Parent Company: Aperam US Holdco LLC
Trading Symbol: USAP
Stock Exchange: The Nasdaq Stock Market, LLC
Board Changes: Resignations and appointments of directors due to the merger
Effective Time: the effective time of the merger
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: Update
Accession Number: 000119312525011291
Filing Summary: Universal Stainless & Alloy Products, Inc. filed a post-effective amendment to deregister unsold securities related to multiple Registration Statements on Form S-8. This action is prompted by a merger that took place on January 23, 2025, where Universal was merged with Aperam US Holdco LLC and became a wholly-owned subsidiary of Parent. The document details the deregistration of approximately 500,000 shares under the Amended and Restated Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan and additional shares associated with other employee stock purchase plans and incentive plans. The merger led to the termination of any offerings of Universal's securities, resulting in the removal from registration of all securities that remained unsold or unissued under the Registration Statements. The company certifies compliance with regulatory requirements for filing the Form S-8 and officially terminated all relevant registration statements effective as of the merger date.
Additional details:
Registration Statement: 333-265149
Shares Registered: 500000
Plan Name: Amended and Restated Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan
Registration Statement: 333-255910
Shares Registered: 100000
Plan Name: Amended and Restated Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan
Registration Statement: 333-255909
Shares Registered: 466000
Plan Name: 2017 Plan and 1994 Stock Incentive Plan
Registration Statement: 333-217794
Shares Registered: 568357
Plan Name: 2017 Plan
Registration Statement: 333-212065
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-184336
Shares Registered: 50000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-184335
Shares Registered: 500000
Plan Name: Universal Stainless & Alloy Products, Inc. Stock Incentive Plan
Registration Statement: 333-184334
Shares Registered: 712318
Plan Name: Omnibus Incentive Plan
Registration Statement: 333-136984
Shares Registered: 60000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-100263
Shares Registered: 300000
Plan Name: Incentive Plan
Registration Statement: 333-13599
Shares Registered: 11800
Plan Name: 1996 Employee Stock Plan
Registration Statement: 333-13509
Shares Registered: 220000
Plan Name: Incentive Plan
Registration Statement: 333-13511
Shares Registered: 90000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 33-90970
Shares Registered: 430000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: Update
Accession Number: 000119312525011293
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. filed a post-effective amendment to its Form S-8, deregistering all securities registered but unsold or unissued under various previous registration statements due to the effectiveness of a merger. The merger, effective on the same date, involved Universal being merged into Aperam US Absolute LLC, a subsidiary of Aperam US Holdco LLC, which now owns Universal as a wholly-owned subsidiary. This merger's effective date brought an end to the registered securities offerings previously made under certain S-8 Registration Statements filed with the SEC. Essential filings included a total of eleven different registration statements which were listed with their respective share allocations under various equity incentive plans and employee stock purchase plans. This filing serves as an official deregistration of these unissued shares following the completion of the merger, as prompted by the termination of the offerings under the registration statements.
Additional details:
Registration Statement: 333-265149
Shares Registered: 500000
Plan Name: 2017 Equity Incentive Plan
Registration Statement: 333-255910
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-255909
Shares Registered: 466000
Plans Names: 2017 Plan, 1994 Stock Incentive Plan
Registration Statement: 333-217794
Shares Registered: 568357
Plan Name: 2017 Plan
Registration Statement: 333-212065
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-184336
Shares Registered: 50000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-184335
Shares Registered: 500000
Plan Name: Stock Incentive Plan
Registration Statement: 333-184334
Shares Registered: 712318
Plan Name: Omnibus Incentive Plan
Registration Statement: 333-136984
Shares Registered: 60000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-100263
Shares Registered: 300000
Plan Name: Incentive Plan
Registration Statement: 333-13599
Shares Registered: 11800
Plan Name: 1996 Employee Stock Plan
Registration Statement: 333-13509
Shares Registered: 220000
Plan Name: Incentive Plan
Registration Statement: 333-13511
Shares Registered: 90000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 33-90970
Shares Registered: 430000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: Update
Accession Number: 000119312525011295
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. filed a Post-Effective Amendment relating to the deregistration of securities registered under previous Form S-8 registration statements due to the completion of a merger. The merger involved Aperam US Holdco LLC and Aperam US Absolute LLC merging with Universal, resulting in Universal becoming a wholly-owned subsidiary of Aperam. Consequently, all unsold or unissued securities under the previously registered statements have been deregistered, including those for various equity incentive plans. The filing indicates that Universal has terminated all offerings of its securities as of the merger date. The registration statements being amended include those from various years, detailing the number of shares registered under different plans. The filing was signed by John J. Arminas, Vice President, General Counsel and Secretary of Universal. The merger's effectiveness was reflected in the deregistration actions and amendments filed with the SEC.
Additional details:
Registration Statement: 333-265149
Registration Statement: 333-255910
Registration Statement: 333-255909
Registration Statement: 333-217794
Registration Statement: 333-212065
Registration Statement: 333-184336
Registration Statement: 333-184335
Registration Statement: 333-184334
Registration Statement: 333-136984
Registration Statement: 333-100263
Registration Statement: 333-13599
Registration Statement: 333-13509
Registration Statement: 333-13511
Registration Statement: 33-90970
Effective Date: 2025-01-23
Merger Agreement Date: 2024-10-16
Parent Company: Aperam US Holdco LLC
Subsidiary Company: Aperam US Absolute LLC
Agent For Service Name: John J. Arminas
Agent For Service Address: 600 Mayer Street Bridgeville, PA 15017
Agent For Service Phone: (412) 257-7600
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: New
Accession Number: 000119312525011297
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. (the 'Registrant') filed a Post-Effective Amendment relating to various Registration Statements on Form S-8. This amendment is primarily for deregistration of securities that were registered but unsold or unissued as of the effectiveness of a merger that occurred on the same date. The merger was between Universal and Aperam US Holdco LLC, with a wholly-owned subsidiary Aperam US Absolute LLC merging into Universal, resulting in Universal becoming a wholly-owned subsidiary of Parent. As part of the merger process, Universal has terminated all offerings of its securities covered by the mentioned Registration Statements. This includes deregistration of shares reserved under multiple equity incentive plans and employee stock purchase plans that were noted in the filings.
Additional details:
Registration Number: 333-265149
Shares Registered: 500000
Plan Name: 2017 Equity Incentive Plan
Registration Number: 333-255910
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-255909
Shares Registered: 466000
Plan Name: 2017 Plan and 1994 Stock Incentive Plan
Registration Number: 333-217794
Shares Registered: 568357
Plan Name: 2017 Plan
Registration Number: 333-212065
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-184336
Shares Registered: 50000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-184335
Shares Registered: 500000
Plan Name: Incentive Plan
Registration Number: 333-184334
Shares Registered: 712318
Plan Name: Omnibus Incentive Plan
Registration Number: 333-136984
Shares Registered: 60000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-100263
Shares Registered: 300000
Plan Name: Incentive Plan
Registration Number: 333-13599
Shares Registered: 11800
Plan Name: 1996 Employee Stock Plan
Registration Number: 333-13509
Shares Registered: 220000
Plan Name: Incentive Plan
Registration Number: 333-13511
Shares Registered: 90000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 33-90970
Shares Registered: 430000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: Update
Accession Number: 000119312525011300
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. (the Registrant) deregistered all securities registered but unsold under multiple Registration Statements as a result of a merger with Aperam US Holdco LLC and its subsidiary, Aperam US Absolute LLC. The merger, which took effect on the same date, made Universal a wholly-owned subsidiary of Aperam. The Post-Effective Amendments filed on this day are in accordance with an undertaking to remove unsold securities upon termination of the offerings. The document includes details of various Registration Statements and the number of shares related to different plans that have been deregistered, affecting securities related to the 2017 Equity Incentive Plan, the 1996 Employee Stock Purchase Plan, and the 1994 Stock Incentive Plan, among others. It underscores the completion of the merger as defined in the Agreement and Plan of Merger dated October 16, 2024, leading to the termination of all offerings under the previous registrations.
Additional details:
Registration Number: 333-265149
Shares Registered: 500000
Plan Name: 2017 Equity Incentive Plan
Registration Number: 333-255910
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-255909
Shares Registered: 466000
Plan Names: 2017 Plan, 1994 Stock Incentive Plan
Registration Number: 333-217794
Shares Registered: 568357
Plan Name: 2017 Plan
Registration Number: 333-212065
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-184336
Shares Registered: 50000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-184335
Shares Registered: 500000
Plan Name: Incentive Plan
Registration Number: 333-184334
Shares Registered: 712318
Plan Name: Omnibus Incentive Plan
Registration Number: 333-136984
Shares Registered: 60000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-100263
Shares Registered: 300000
Plan Name: Incentive Plan
Registration Number: 333-13599
Shares Registered: 11800
Plan Name: 1996 Employee Stock Plan
Registration Number: 333-13509
Shares Registered: 220000
Plan Name: Incentive Plan
Registration Number: 333-13511
Shares Registered: 90000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 33-90970
Shares Registered: 430000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: Update
Accession Number: 000119312525011302
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. (the Registrant) filed a Post-Effective Amendment to deregister all securities registered under various S-8 Registration Statements due to the completion of a merger with Aperam US Holdco LLC and its subsidiary, Aperam US Absolute LLC. The merger resulted in Universal becoming a wholly-owned subsidiary of Aperam. The filing includes detailed information on the Registration Statements that are being amended, including the number of shares of common stock reserved for several employee and incentive plans. All offerings of securities have been terminated as a result of the merger, and the Registrant is removing any unsold or unissued securities from the registration. This action aligns with Universal's undertaking to deregister any unsold securities following the termination of the offerings.
Additional details:
Registration Statement Number: 333-265149
Shares Registered: 500000
Plan Name: 2017 Equity Incentive Plan
Registration Statement Number: 333-255910
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-255909
Shares Registered: 466000
Plan Names: 2017 Plan, 1994 Stock Incentive Plan
Registration Statement Number: 333-217794
Shares Registered: 568357
Plan Name: 2017 Plan
Registration Statement Number: 333-212065
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-184336
Shares Registered: 50000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-184335
Shares Registered: 500000
Plan Name: Incentive Plan
Registration Statement Number: 333-184334
Shares Registered: 712318
Plan Name: Omnibus Incentive Plan
Registration Statement Number: 333-136984
Shares Registered: 60000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-100263
Shares Registered: 300000
Plan Name: Incentive Plan
Registration Statement Number: 333-13599
Shares Registered: 11800
Plan Name: 1996 Employee Stock Plan
Registration Statement Number: 333-13509
Shares Registered: 220000
Plan Name: Incentive Plan
Registration Statement Number: 333-13511
Shares Registered: 90000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 33-90970
Shares Registered: 430000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: New
Accession Number: 000119312525011304
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. (the 'Registrant') filed a Post-Effective Amendment relating to multiple Form S-8 Registration Statements. These amendments were necessary due to the Merger, where Aperam US Holdco LLC, through its subsidiary Aperam US Absolute LLC, merged with Universal, with Universal continuing as a wholly-owned subsidiary of Parent. As a result of the Merger, Universal is terminating all offerings of its securities under the affected Registration Statements, deregistering any unsold or unissued securities as of the merger date. This document outlines the Registration Statements involved in the deregistration process, reflecting Universal's compliance with Securities Act requirements under the new circumstances post-merger.
Additional details:
Registration Number: 333-265149
Number Of Registered Shares: 500000
Plan Name: Amended and Restated Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan
Registration Number: 333-255910
Number Of Registered Shares: 100000
Plan Name: Amended and Restated Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan
Registration Number: 333-255909
Number Of Registered Shares: 466000
Plan Name: Universal Stainless & Alloy Products, Inc. 2017 Plan and 1994 Stock Incentive Plan
Registration Number: 333-217794
Number Of Registered Shares: 568357
Plan Name: Universal Stainless & Alloy Products, Inc. 2017 Plan
Registration Number: 333-212065
Number Of Registered Shares: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-184336
Number Of Registered Shares: 50000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-184335
Number Of Registered Shares: 500000
Plan Name: Universal Stainless & Alloy Products, Inc. Stock Incentive Plan
Registration Number: 333-184334
Number Of Registered Shares: 712318
Plan Name: Omnibus Incentive Plan
Registration Number: 333-136984
Number Of Registered Shares: 60000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-100263
Number Of Registered Shares: 300000
Plan Name: Incentive Plan
Registration Number: 333-13599
Number Of Registered Shares: 11800
Plan Name: 1996 Employee Stock Plan
Registration Number: 333-13509
Number Of Registered Shares: 220000
Plan Name: Incentive Plan
Registration Number: 333-13511
Number Of Registered Shares: 90000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 33-90970
Number Of Registered Shares: 430000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: Update
Accession Number: 000119312525011306
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. filed a Post-Effective Amendment to deregister securities in connection with a merger. The merger agreement, dated October 16, 2024, detailed the merger of Universal with Aperam US Holdco LLC and its subsidiary, resulting in Universal becoming a wholly-owned subsidiary of Aperam. This filing includes the deregistration of securities registered under multiple registration statements that remain unsold or unissued as of the merger's effectiveness. A total of eleven registration statements are identified, covering various amounts of common stock reserved for different employee incentive plans. The document certifies that Universal meets the requirements for filing on Form S-8 and it effectively terminates the previous registration statements.
Additional details:
Registration Statement No: 333-265149
Shares Registered: 500,000
Plan: 2017 Equity Incentive Plan
Registration Statement No: 333-255910
Shares Registered: 100,000
Plan: 1996 Employee Stock Purchase Plan
Registration Statement No: 333-255909
Shares Registered: 400,000
Plan: 2017 Plan
Registration Statement No: 333-255909
Shares Registered: 66,000
Plan: 1994 Stock Incentive Plan
Registration Statement No: 333-217794
Shares Registered: 568,357
Plan: 2017 Plan
Registration Statement No: 333-212065
Shares Registered: 100,000
Plan: 1996 Employee Stock Purchase Plan
Registration Statement No: 333-184336
Shares Registered: 50,000
Plan: 1996 Employee Stock Purchase Plan
Registration Statement No: 333-184335
Shares Registered: 500,000
Plan: Incentive Plan
Registration Statement No: 333-184334
Shares Registered: 712,318
Plan: Omnibus Incentive Plan
Registration Statement No: 333-136984
Shares Registered: 60,000
Plan: 1996 Employee Stock Purchase Plan
Registration Statement No: 333-100263
Shares Registered: 300,000
Plan: Incentive Plan
Registration Statement No: 333-13599
Shares Registered: 11,800
Plan: 1996 Employee Stock Plan
Registration Statement No: 333-13509
Shares Registered: 220,000
Plan: Incentive Plan
Registration Statement No: 333-13511
Shares Registered: 90,000
Plan: 1996 Employee Stock Purchase Plan
Registration Statement No: 33-90970
Shares Registered: 430,000
Plan: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: New
Accession Number: 000119312525011309
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. filed a post-effective amendment for several Registration Statements on Form S-8. These amendments relate to the deregistration of any securities that were registered but not sold or issued due to a merger that took effect on the same date. The merger was conducted under an Agreement and Plan of Merger dated October 16, 2024, in which Universal Stainless & Alloy Products, Inc. was merged into Aperam US Absolute LLC, a wholly owned subsidiary of Aperam US Holdco LLC. As a result of the merger, Universal became a wholly-owned subsidiary of Aperam. The document outlines the termination of all offerings of its securities as specified in the Registration Statements and states the intent to remove from registration any unsold or unissued securities. The filing contains details of multiple Registration Statements that had been submitted to the SEC regarding various stock incentive plans and employee stock purchase plans, specifying the number of shares registered under each plan.
Additional details:
Registration Statement Number: 333-265149
Shares Registered: 500000
Plan Name: Amended and Restated Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan
Registration Statement Number: 333-255910
Shares Registered: 100000
Plan Name: Amended and Restated Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-255909
Shares Registered: 466000
Plan Name: 2017 Plan and 1994 Stock Incentive Plan
Registration Statement Number: 333-217794
Shares Registered: 568357
Plan Name: 2017 Plan
Registration Statement Number: 333-212065
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-184336
Shares Registered: 50000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-184335
Shares Registered: 500000
Plan Name: Universal Stainless & Alloy Products, Inc. Stock Incentive Plan
Registration Statement Number: 333-184334
Shares Registered: 712318
Plan Name: Omnibus Incentive Plan
Registration Statement Number: 333-136984
Shares Registered: 60000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-100263
Shares Registered: 300000
Plan Name: Incentive Plan
Registration Statement Number: 333-13599
Shares Registered: 11800
Plan Name: 1996 Employee Stock Plan
Registration Statement Number: 333-13509
Shares Registered: 220000
Plan Name: Incentive Plan
Registration Statement Number: 333-13511
Shares Registered: 90000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 33-90970
Shares Registered: 430000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: New
Accession Number: 000119312525011311
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. underwent a merger where Aperam US Holdco LLC and its wholly-owned subsidiary Aperam US Absolute LLC merged with Universal, with Universal becoming a wholly-owned subsidiary of Aperam. As a result of this merger, Universal has terminated all securities offerings pursuant to multiple Registration Statements. The post-effective amendments filed concurrently serve to deregister any unsold or unissued securities under those Registration Statements, reflecting this corporate action. The document outlines the details of the deregistration and the nature of the merger agreement that took place.
Additional details:
Registration Statement Number: 333-265149
Shares Registered: 500000
Plan Name: 2017 Equity Incentive Plan
Registration Statement Number: 333-255910
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-255909
Shares Registered: 466000
Plans Name: 2017 Plan and 1994 Stock Incentive Plan
Registration Statement Number: 333-217794
Shares Registered: 568357
Plan Name: 2017 Plan
Registration Statement Number: 333-212065
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-184336
Shares Registered: 50000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-184335
Shares Registered: 500000
Plan Name: Incentive Plan
Registration Statement Number: 333-184334
Shares Registered: 712318
Plan Name: Omnibus Incentive Plan
Registration Statement Number: 333-136984
Shares Registered: 60000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-100263
Shares Registered: 300000
Plan Name: Incentive Plan
Registration Statement Number: 333-13599
Shares Registered: 11800
Plan Name: 1996 Employee Stock Plan
Registration Statement Number: 333-13509
Shares Registered: 220000
Plan Name: Incentive Plan
Registration Statement Number: 333-13511
Shares Registered: 90000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 33-90970
Shares Registered: 430000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: Update
Accession Number: 000119312525011313
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. (the 'Registrant') filed a Post-Effective Amendment to deregister all unsold or unissued securities under multiple Registration Statements on Form S-8 due to the completion of a merger. The merger, executed on the same date, involved the Registrant merging with Aperam US Holdco LLC and Aperam US Absolute LLC, with Universal surviving as a wholly-owned subsidiary of the Parent company. Following this merger, Universal has terminated all offerings of its securities under the prior Registration Statements as mandated by the Merger Agreement dated October 16, 2024. This filing effectively removes from registration any associated unsold securities, ensuring compliance with the Securities Act of 1933.
Additional details:
Registration Statement: Registration No. 333-265149, registering 500,000 shares under the 2017 Equity Incentive Plan
Registration Statement: Registration No. 333-255910, registering 100,000 shares under the 1996 Employee Stock Purchase Plan
Registration Statement: Registration No. 333-255909, registering 400,000 shares under the 2017 Plan and 66,000 shares under the 1994 Stock Incentive Plan
Registration Statement: Registration No. 333-217794, registering 568,357 shares under the 2017 Plan
Registration Statement: Registration No. 333-212065, registering 100,000 shares under the 1996 Employee Stock Purchase Plan
Registration Statement: Registration No. 333-184336, registering 50,000 shares under the 1996 ESPP
Registration Statement: Registration No. 333-184335, registering 500,000 shares under the Incentive Plan
Registration Statement: Registration No. 333-184334, registering 712,318 shares under the Omnibus Incentive Plan
Registration Statement: Registration No. 333-136984, registering 60,000 shares under the 1996 ESPP
Registration Statement: Registration No. 333-100263, registering 300,000 shares under the Incentive Plan
Registration Statement: Registration No. 333-13599, registering 11,800 shares under the 1996 Employee Stock Plan
Registration Statement: Registration No. 333-13509, registering 220,000 shares under the Incentive Plan
Registration Statement: Registration No. 333-13511, registering 90,000 shares under the 1996 ESPP
Registration Statement: Registration No. 33-90970, registering 430,000 shares under the Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: New
Accession Number: 000119312525011315
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. filed Post-Effective Amendments to multiple Registration Statements on Form S-8 to deregister any unsold or unissued securities due to a merger with Aperam US Holdco LLC. The merger was executed on January 23, 2025, whereby Universal became a wholly-owned subsidiary of Parent, resulting in the termination of all offerings of its securities. Each Registration Statement registered various shares of Common Stock under different equity incentive plans. The filings detail the specifics regarding the shares reserved for issuance under these plans and confirm the removal of all unsold or unissued securities from registration, effectively terminating the Registration Statements made prior to the merger.
Additional details:
Registration Statement: 333-265149
Registered Shares: 500,000
Plan Name: 2017 Equity Incentive Plan
Registration Statement: 333-255910
Registered Shares: 100,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-255909
Registered Shares: 466,000
Plan Names: 2017 Plan, 1994 Stock Incentive Plan
Registration Statement: 333-217794
Registered Shares: 568,357
Plan Name: 2017 Plan
Registration Statement: 333-212065
Registered Shares: 100,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-184336
Registered Shares: 50,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-184335
Registered Shares: 500,000
Plan Name: Incentive Plan
Registration Statement: 333-184334
Registered Shares: 712,318
Plan Name: Omnibus Incentive Plan
Registration Statement: 333-136984
Registered Shares: 60,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 333-100263
Registered Shares: 300,000
Plan Name: Incentive Plan
Registration Statement: 333-13599
Registered Shares: 11,800
Plan Name: 1996 Employee Stock Plan
Registration Statement: 333-13509
Registered Shares: 220,000
Plan Name: Incentive Plan
Registration Statement: 333-13511
Registered Shares: 90,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement: 33-90970
Registered Shares: 430,000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: New
Accession Number: 000119312525011316
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. underwent a merger pursuant to an Agreement and Plan of Merger with Aperam US Holdco LLC and its wholly owned subsidiary Aperam US Absolute LLC. As a result of this merger, Universal has become a wholly-owned subsidiary of Parent, and all offerings of its securities registered under various S-8 registration statements have been terminated. The document records the deregistration of all securities that were unsold or unissued under the previous registration statements as a consequence of the merger. Several registration statements are specified, including those for the 2017 Equity Incentive Plan and the 1996 Employee Stock Purchase Plan, all of which are effectively altered or terminated due to this corporate action.
Additional details:
Registration Number: 333-265149
Shares Registered: 500,000
Plan Name: 2017 Equity Incentive Plan
Registration Number: 333-255910
Shares Registered: 100,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-255909
Shares Registered: 466,000
Plan Name: 2017 Plan and 1994 Stock Incentive Plan
Registration Number: 333-217794
Shares Registered: 568,357
Plan Name: 2017 Plan
Registration Number: 333-212065
Shares Registered: 100,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-184336
Shares Registered: 50,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-184335
Shares Registered: 500,000
Plan Name: Incentive Plan
Registration Number: 333-184334
Shares Registered: 712,318
Plan Name: Omnibus Incentive Plan
Registration Number: 333-136984
Shares Registered: 60,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 333-100263
Shares Registered: 300,000
Plan Name: Incentive Plan
Registration Number: 333-13599
Shares Registered: 11,800
Plan Name: 1996 Employee Stock Plan
Registration Number: 333-13509
Shares Registered: 220,000
Plan Name: Incentive Plan
Registration Number: 333-13511
Shares Registered: 90,000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Number: 33-90970
Shares Registered: 430,000
Plan Name: Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-01-23
Corporate Action: Merger
Type: Update
Accession Number: 000119312525011317
Filing Summary: On January 23, 2025, Universal Stainless & Alloy Products, Inc. completed a merger with Aperam US Holdco LLC and Aperam US Absolute LLC. This resulted in Universal becoming a wholly-owned subsidiary of Aperam. Concurrently, Universal filed Post-Effective Amendments to deregister all securities registered but unissued under various S-8 Registration Statements due to the termination of their offerings as a result of the merger. The document details the registration statements affected, including those for the Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan and the 1996 Employee Stock Purchase Plan, specifying the number of shares related to each plan that were originally registered but are now being deregistered.
Additional details:
Registration Statement Number: 333-265149
Shares Registered: 500000
Plan Name: 2017 Equity Incentive Plan
Registration Statement Number: 333-255910
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-255909
Shares Registered: 466000
Plan Names: 2017 Plan, 1994 Stock Incentive Plan
Registration Statement Number: 333-217794
Shares Registered: 568357
Plan Name: 2017 Plan
Registration Statement Number: 333-212065
Shares Registered: 100000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-184336
Shares Registered: 50000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-184335
Shares Registered: 500000
Plan Name: Incentive Plan
Registration Statement Number: 333-184334
Shares Registered: 712318
Plan Name: Omnibus Incentive Plan
Registration Statement Number: 333-136984
Shares Registered: 60000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 333-100263
Shares Registered: 300000
Plan Name: Incentive Plan
Registration Statement Number: 333-13599
Shares Registered: 11800
Plan Name: 1996 Employee Stock Plan
Registration Statement Number: 333-13509
Shares Registered: 220000
Plan Name: Incentive Plan
Registration Statement Number: 333-13511
Shares Registered: 90000
Plan Name: 1996 Employee Stock Purchase Plan
Registration Statement Number: 33-90970
Shares Registered: 430000
Plan Name: Incentive Plan
Form Type: 8-K
Filing Date: 2025-01-15
Corporate Action: Merger
Type: New
Accession Number: 000119312525007131
Filing Summary: On January 15, 2025, Universal Stainless & Alloy Products, Inc. held a special meeting of its stockholders to vote on three proposals, including the adoption of a Merger Agreement with Aperam US Holdco LLC and Aperam US Absolute LLC. The stockholders approved the Merger Agreement, facilitating the acquisition of the Company via a merger, with Aperam US Absolute LLC merging into Universal Stainless, which will continue as the surviving entity. The proposal received a substantial majority with 6,407,788 votes in favor. Additionally, a non-binding advisory vote on executive compensation related to the merger received mixed results, failing to get a majority approval. A proposal to adjourn the meeting was also approved, but ultimately deemed unnecessary as the merger agreement was validated. A press release detailing the adoption of the Merger Agreement was issued the same day.
Additional details:
Proposal 1 Result: For: 6,407,788, Against: 23,847, Abstain: 82,718
Proposal 2 Result: For: 3,180,489, Against: 3,240,481, Abstain: 93,383
Proposal 3 Result: For: 6,031,324, Against: 399,252, Abstain: 83,777
Record Date: 2024-11-22
Total Shares Outstanding: 9,415,032
Quorum Present: 6,514,353
Form Type: DEFA14A
Filing Date: 2024-12-13
Corporate Action: Merger
Type: New
Accession Number: 000119312524278634
Filing Summary: Universal Stainless & Alloy Products, Inc. has filed a DEFA14A regarding a special meeting for stockholders scheduled on January 15, 2025, to vote on a proposed merger with a wholly-owned subsidiary of Aperam, S.A. The board of directors recommends voting in favor of the merger proposal. It is critical for stockholders to participate in voting as failing to vote will equate to a vote against the merger. The merger requires affirmative approval from a majority of the outstanding shares. Proxy materials containing important information about the merger have been previously sent to stockholders. Stockholders are urged to read the proxy statement and any additional materials related before making voting decisions. Further details regarding the participants in the proxy solicitation, including the interests of directors and executive officers, are provided. A proxy solicitor offers assistance to stockholders in the voting process.
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