UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2008
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Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (502) 329-2000

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02           Results of Operations and Financial Condition.

On July 30, 2008, Sypris Solutions, Inc. (the “Company”) announced its financial results for the second quarter ended June 29, 2008. The full text of the press release is set forth in Exhibit 99 hereto.

The information in this Form 8-K and the attached Exhibit is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 7 – Regulation FD

Item 7.01           Regulation FD Disclosure.

On July 30, 2008, the Company announced its financial results for the second quarter ended June 29, 2008 as well as certain other information.  The full text of the press release is set forth in Exhibit 99 hereto.  The Company has also released certain supplemental financial information that can be accessed through the Company’s website at http://www.sypris.com.

The information in this Form 8-K and the attached Exhibit as well as the supplemental information referenced above is being furnished pursuant to Item 7.01 “Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01           Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit 99

Sypris Reports Second Quarter Results

Declares Quarterly Dividend

LOUISVILLE, Ky.--(BUSINESS WIRE)--Sypris Solutions, Inc. (Nasdaq/NM: SYPR) today reported revenue of $110.4 million for the second quarter compared to $116.2 million for the prior year period. The Company reported a net loss of $0.9 million, or $0.05 per share for the second quarter compared to a net loss of $2.3 million, or $0.13 per share for the prior year period.

For the six months ended June 29, 2008, the Company reported revenue of $216.6 million compared to $227.7 million for the prior year period and a net loss of $0.6 million, or $0.3 per share compared to a net loss of $2.5 million, or $0.14 per share for the same period in 2007.

On July 22, 2008, the Company’s Board of Directors also declared a regular quarterly cash dividend of $0.03 per share. The dividend will be payable on October 10, 2008 to shareholders of record as of September 19, 2008. Sypris Solutions currently has 19.4 million shares outstanding.

“The Company’s financial results were in line with our expectations for the second quarter of 2008 despite lower than expected shipments during the latter part of the quarter,” said Jeffrey T. Gill, president and chief executive officer. “Continued margin improvement served to offset the impact of lower than expected revenue, which was driven by decreased demand in the commercial vehicle and trailer markets, as well as reduced funding for data systems products in our Electronics Group.”

“Our Test & Measurement segment continued to perform well, with bookings increasing 18% over the prior year period, driven in part by the previously announced long-term contract with the Federal Aviation Administration.”

“Free cash flow remained positive through the first six months of 2008, even after taking into account the payment of a $9.5 million tax liability associated with the Dana settlement during the second quarter.”

The Industrial Group

Revenue for our Industrial Group was $69.1 million in the second quarter compared to $73.5 million for the prior year period as a result of declines in light truck and class 5-8 production, particularly during the last half of the second quarter. Despite the drop in revenue, gross profit for the quarter increased to $5.3 million from $3.7 million for the same period in 2007, reflecting our ongoing productivity initiatives and the impact of contract settlements with major customers.

The Electronics Group

Revenue for our Electronics Group decreased 4% to $41.3 million in the second quarter compared to $42.8 million in the prior year period. Gross profit for the quarter was $5.7 million compared to $4.0 million for the same period in 2007.

Revenue for the Aerospace & Defense segment decreased 8% to $27.0 million in the second quarter compared to $29.4 million for the prior year period, as certification testing continued for a link encryption product and government funding shortfalls served to reduce sales of certain data systems products. Gross profit for the Aerospace & Defense segment increased to $2.0 million compared to $0.8 million for the prior year period as certification and launch costs for a new secured communication product declined materially when compared to the prior year.

Revenue for the Test & Measurement segment increased 6% to $14.2 million compared to $13.4 million for the prior year period driven by increased calibration services. Gross profit for the Test & Measurement segment increased 19% to $3.8 million from $3.2 million in the prior year period due to the increased sales volume, improved mix and the impact of productivity initiatives.

Outlook

Mr. Gill added, “We believe the declining economic outlook will prove to be challenging for Sypris in general and for our Industrial Group in particular, as production forecasts for the light and medium-duty truck markets continue to be revised downward. We are actively reviewing our realignment strategy for our Industrial Group to further reduce costs and increase efficiencies in response to these rapidly changing market conditions and we are taking steps to further improve the future contribution from our Electronics Group.”

“Looking forward, as a result of the continued pull back in light and medium-duty truck production, we are reducing our revenue forecast by $15 million and $10 million for the third and fourth quarters, respectively, with the resulting revenue ranges now expected to be in the range of $100 to $105 million and $110 to $115 million in the third and fourth quarters, respectively. We are now expecting to post an operating loss of $2.5 to $3.0 million in the third quarter and $1.0 to $1.5 million in the fourth quarter, which includes an estimated $1.0 million in expenses for efficiency initiatives, while EBITDA is anticipated to be in the range of $8 to $9 million for the second half of the year, or $23 to $24 million for 2008.”

“Interest expense is forecast to increase during the second half of the year and the Company does not expect to recognize any material income tax benefits to offset projected losses due to the mix of domestic losses and foreign income. Earnings per share are therefore forecasted to reflect a loss of $0.20 to $0.25 in the third quarter and $0.10 to $0.15 per diluted share in the fourth quarter. Free cash flow is targeted to be in the range of $5 to $8 million during the second half of 2008, reflecting the positive impact of working capital initiatives and a reduction in capital spending.”

“We believe that the continued investment in efficiency initiatives, increasing shipments from our Electronics Group and a steady recovery in the commercial vehicle market, which is expected to expand 15% to 20% during the coming year, will lead to substantially improved profitability in 2009. Having said this, we are actively reviewing options to accelerate and deepen the realignment activities in our Industrial Group with the intent to further reduce our cost profile in a material manner. We expect to finalize this review during the fourth quarter and will communicate the results when completed.”

“We continue to make important progress in our efforts to establish joint ventures in growth markets such as India and China, which when established, will enable the Company to further diversify its customer base, markets and earnings. The Company’s balance sheet remains a source of strength with net debt representing just 22% of total capital at quarter end, and we will use that asset to selectively pursue key strategic initiatives to further improve the business.”

Guidance for the third quarter and full year excludes (i) any potential charge to earnings for a decline in fair value of the Company’s investments in securities, should such a decline be judged to be other than temporary; (ii) any potential expenses associated with the acceleration of realignment initiatives; or (iii) any other potential actions the Company may take during the latter half of 2008 to improve its long-term competitiveness.

Sypris Solutions is a diversified provider of technology-based outsourced services and specialty products. The Company performs a wide range of manufacturing and technical services, typically under multi-year, sole-source contracts with major corporations and government agencies in the markets for aerospace and defense electronics, truck components and assemblies, and test and measurement services. For more information about Sypris Solutions, visit its Web site at www.sypris.com.

Each “forward-looking statement” herein is subject to serious risks and should not be relied upon, as detailed in our most recent Form 10-K and Form 10-Q and subsequent SEC filings. Briefly, we currently believe that such risks also include: our ability to liquidate our equity interests in Dana Holding Corporation (NYSE:DAN) at satisfactory valuation levels¹; potential impairments, non-recoverability or write-offs of goodwill, assets or deferred costs, including deferred tax assets in the U.S.; compliance with covenants in, or acceleration of, our loan and other debt agreements; costs and inefficiencies of restructuring our manufacturing capacity; breakdowns, relocations or major repairs of machinery and equipment; our inability to successfully launch new or next generation programs; the cost, efficiency and yield of our operations and capital investments, including working capital, production schedules, cycle times, scrap rates, injuries, wages, overtime costs, freight or expediting costs; cost and availability of raw materials such as steel, component parts, natural gas or utilities; volatility of our customers’ forecasts, financial conditions, market shares, product requirements or scheduling demands; cyclical or other downturns; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; failure to adequately insure or to identify environmental or other insurable risks; inventory valuation risks including obsolescence, shrinkage, theft, overstocking or underbilling; changes in government or other customer programs; reliance on major customers or suppliers, especially in the automotive or aerospace and defense electronics sectors; revised contract prices or estimates of major contract costs; dependence on, recruitment or retention of key employees; union negotiations; pension valuation, health care or other benefit costs; labor relations; strikes; risks of foreign operations; currency exchange rates; the costs and supply of debt, equity capital, or insurance; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; weaknesses in internal controls; the costs of compliance with our auditing, regulatory or contractual obligations; regulatory actions or sanctions; disputes or litigation, involving customer, supplier, creditor, stockholder, product liability, asbestos-related or environmental claims; war, terrorism or political uncertainty; unanticipated or uninsured disasters, losses or business risks; inaccurate data about markets, customers or business conditions; or unknown risks and uncertainties.

Non-GAAP Measures

In addition to the results reported in accordance with accounting principles generally accepted in the United States ("GAAP") included throughout this press release, the company has provided information regarding free cash flow and EBITDA, which are non-GAAP financial measures.

Management believes EBITDA is a meaningful measure of performance as it is commonly utilized by management, investors and financial institutions to analyze operating performance and entity valuation. Free cash flow is useful in analyzing the company’s ability to service and repay its debt. Further, management uses both of these non-GAAP measures in planning and forecasting for future periods.

These non-GAAP measures should not be considered a substitute for our reported results prepared in accordance with GAAP. EBITDA should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity. Free cash flow should not be considered a substitute for cash provided by operating activities or other cash flow statement data prepared in accordance with GAAP or as a measure of liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt or cash received from the divestitures or businesses or sales of other assets and thus does not reflect funds available for investment or other discretionary uses.

¹ As of June 29, 2008, we have received distributions of approximately 3.2 million shares of DAN common stock. Due to market conditions and certain other factors, we believe that the recent trading prices of DAN common stock do not reflect its longer-term value. However, if we sell these shares at current prices or such prices otherwise reflect a decline in value which is deemed to be “other than temporary,” our business, results of operations, covenants in our loan and other debt agreements, cash flows and financial condition could be materially adversely impacted.

CONTACT:
Sypris Solutions, Inc.
Anthony C. Allen, 502-329-2000
Chief Financial Officer