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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): March 21, 2005
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Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-24020 61-1321992
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
(Address of Principal (Zip Code)
Executive Offices)
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 5--Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On March 21, 2005, Sypris Solutions, Inc. (the "Company")
announced that Robert B. Sanders, recently named to Group Vice
President for the Company's Electronics Group, has also been
named President of Sypris Electronics. Mr. Sanders will replace
James G. Cocke, who previously served in that role. 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 5.02 "Departure of Directors or
Principal Officers; Election of Directors; Appointment of
Principal Officers" 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.
(c) Exhibits.
Exhibit Number Description of Exhibit
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99 Press release issued March 21, 2005.
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: March 21, 2005 Sypris Solutions, Inc.
By: /s/ David D. Johnson
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David D. Johnson
Vice President and Chief Financial
Officer
2
INDEX TO EXHIBITS
Exhibit
Number Description
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99 Registrant's press release dated March 21, 2005.
Exhibit 99
Sypris Expands Executive's Responsibilities; Bob Sanders Named
President of Sypris Electronics
LOUISVILLE, Ky.--(BUSINESS WIRE)--March 21, 2005--Sypris
Solutions, Inc. (NASDAQ/NM: SYPR) announced today that Robert B.
Sanders, recently named to Group Vice President for the Company's
Electronics Group, has also been named President of Sypris
Electronics. Mr. Sanders will replace James G. Cocke, who previously
served in that role.
Mr. Sanders will assume operational responsibilities for Sypris
Electronics in addition to his previously announced duties. Mr.
Sanders previously served as a General Manager and Site Executive for
the Defense & Space Electronics Systems division of Honeywell, a
leading provider of integrated solutions for commercial aviation and
military aircraft. Prior to Honeywell, Mr. Sanders served as Deputy
Director Product Development for ITT Industries, a diversified
engineering and manufacturing company with expertise in defense
electronics and services. Mr. Sanders holds a Bachelor of Arts Degree
in Management/Aeronautics from Dowling College and is a former Naval
Aviator with the United States Marine Corps, where he served in
various missions including in support of Desert Shield and Desert
Storm.
Commenting on the announcement, Jeffrey T. Gill, President and
Chief Executive Officer of Sypris Solutions, said, "We believe that
Bob will bring a wealth of highly valuable capabilities to his
expanded role. Given his extensive track record of leadership, Bob
will be extremely well-positioned to enhance the future growth of the
business through his long-established relationships with Honeywell,
Boeing, and Lockheed Martin among others."
The Electronics Group provides circuit card assemblies for use in
missile guidance systems, displays for the Apache attack helicopter
and a variety of satellite communication systems. The group designs
secure communication equipment and data storage systems, and writes
encryption software for the National Security Agency. The group also
provides a wide range of calibration, certification and testing
services for customers such as NASA, the FAA and the National Weather
Service. The Electronics Group of Sypris Solutions employs
approximately 1,000 people in 26 locations throughout the United
States.
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 for users of test
and measurement equipment. For more information about Sypris
Solutions, visit its Web site at www.sypris.com.
This release, and oral statements referring hereto, contain
"forward-looking statements," from which actual results may differ
materially due to factors such as: cost and availability of raw
materials such as steel, components, freight, or utilities; cost and
inefficiencies associated with increasing our manufacturing capacity
and launching new programs; stability and predictability of customers'
scheduling demands; costs associated with breakdowns or repairs of
machinery and equipment; growth, reduction or competitive pressures in
our markets; cost, efficiency and yield of our operations including
overtime costs; our ability to improve results of acquired businesses
and associated costs; inventory valuation risks; product mix; changes
in government or other customer programs; reliance on major customers
or suppliers; revised contract prices or estimates of major contract
costs; dependence on management; labor relations; risks of foreign
operations; currency exchange rates; costs and supply of debt, equity
capital, or insurance; significant increases in working capital;
impairments or write-offs of goodwill or fixed assets; pension
valuation risks; changes in licenses, security clearances, or other
legal rights to operate, manage our work force or import and export as
needed; completion of the internal control assessment process;
compliance costs; regulatory actions or sanctions; litigation,
including customer, creditor, stockholder, environmental or
asbestos-related claims; war, terrorism or political uncertainty;
disasters; unknown risks and uncertainties; or risk factors in our SEC
filings.
CONTACT: Sypris Solutions, Inc.
David D. Johnson, 502-329-2000
www.sypris.com