UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): December 31, 2005
Sypris
Solutions, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
0-24020
|
|
61-1321992
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
101
Bullitt Lane, Suite 450
|
|
|
|
|
|
Louisville,
Kentucky
|
|
|
|
40222
|
|
(Address
of Principal
Executive
Offices)
|
|
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (502) 329-2000
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
1 - Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
Effective
as of December 31, 2005, the Company acted to vest all “underwater” stock
options with exercise prices equal to or greater than $9.98 per share, held
by executive
officers and other employees in order to reduce compensation expenses in future
years by amounts which are immaterial. An amendment to each affected stock
option award agreement substantially in the form of Exhibit 10.1 to this Form
8-K will be executed, effective as of December 31, 2005, including the affected
agreements of officers.
Item
9.01. Financial Statements and Exhibits
(d)
The following exhibit is furnished as a part of this report.
10.01 Form
of
Amendment to Stock Option Agreements to Accelerate Vesting Periods for Certain
Underwater Options
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.
|
Dated: January 6, 2006
|
|
|
|
Sypris Solutions, Inc.
|
||||
|
|
|
|
|
|
By:
|
|
/s/
John R. McGeeney
|
|
|
|
|
|
|
|
|
|
|
JJohn
R. McGeeney
|
|
|
|
|
|
|
|
|
|
General Counsel and Secretary
|
2
INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Form
of Amendment to Stock Option Agreements to Accelerate Vesting Periods
for
Certain Underwater
Options.
|
EXHIBIT
10.1
SYPRIS
SOLUTIONS, INC.
AMENDMENT
TO STOCK OPTION AGREEMENTS
TO
ACCELERATE VESTING PERIODS
FOR
CERTAIN “UNDERWATER” OPTIONS
THIS
AMENDMENT
(“Amendment”)
to your
Stock Option Agreements is made by and between Sypris Solutions, Inc. a Delaware
corporation located at 101 Bullitt Lane, Suite 450, Louisville, KY (“Company”)
and the
undersigned Optionee, effective as of December 31, 2005.
| 1. |
For
Unvested Options with Option Prices above or equal to $9.98 (the
“Accelerated
Options”),
the Vesting Periods are hereby amended to allow each such Accelerated
Option to be exercised at any time after December 31, 2005, until its
expiration under the terms of the Plan and your
Agreements.
|
| 2. |
“Option
Price”
means the price to be paid for Common Stock upon the exercise of an
Unvested Option, as set forth in the Plan and your Agreements.
|
| 3. |
“Plan”
means
the 2004 Sypris Equity Plan.
|
| 4. |
“Stock
Option Agreements” or
the “Agreements”
includes each of your stock option award agreements under the
Plan.
|
| 5. |
“Unvested
Options”
means only those unvested stock option grants made to you under the
Plan
which have not been exercised, forfeited or terminated as of December
31,
2005.
|
| 6. |
“You”
or
“your”
means the undersigned Optionee.
|
| 7. |
All
other capitalized terms herein shall have the meanings given to them
in
the Plan and the Agreements, whether capitalized in the Plan and the
Agreements or not.
|
IN
WITNESS WHEREOF,
the
parties have executed this Amendment in duplicate to be effective as of the
date
first above written.
SYPRIS
SOLUTIONS, INC. OPTIONEE
By
_____________________ _______________________
Jeffrey
T. Gill
President
& CEO
_______________________
0; (Printed
Name)