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): March 1, 2007
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Sypris
Solutions, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-24020
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61-1321992
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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101
Bullitt Lane, Suite 450
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Louisville,
Kentucky
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40222
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(Address
of Principal
Executive
Offices)
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(Zip
Code)
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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
5.02(e) Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
March
1, 2007, the Board of Directors (the “Board”) of Sypris Solutions, Inc. (the
“Company”) and the Compensation Committee (the “Committee”) of the Board,
approved the 2007 Executive Long-Term Incentive Program (the “2007 ELTIP”),
pursuant to the 2004 Sypris Equity Plan. The 2007 ELTIP is a long-term incentive
program, authorizing the issuance of restricted stock to the Company’s executive
officers, including its President and Chief Executive Officer, Chief Financial
Officer and other named executive officers.
Twenty-five
percent of the restricted stock awards under the 2007 ELTIP will vest in
one-third increments on each of the third, fifth and seventh anniversaries
of
the grant date.
Seventy-five
percent of the restricted stock awards under the 2007 ELTIP will vest in
one-quarter increments on each of the first, second, third and fourth
anniversaries of the achievement of a “Vesting Trigger Date.” This Vesting
Trigger Date is the first business day following the Company’s achievement of a
specified target for aggregate net income as measured over the previous four
fiscal quarters. If no Vesting Trigger Date occurs before March 1, 2010, this
portion of the restricted stock awards will be immediately forfeited.
The
standard terms applicable to the 2007 ELTIP grants, is attached hereto as
Exhibit 10.1, and is incorporated by reference herein.
The
information in this Form 8-K and the attached exhibits is being furnished 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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10.1
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Standard
Terms
of Awards for 2007 ELTIP
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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.
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Dated:
March 7, 2007
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Sypris
Solutions, Inc.
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By:
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/s/ John
R. McGeeney
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John
R. McGeeney
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General
Counsel & Secretary
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2
INDEX
TO EXHIBITS
Exhibit
Number Description
10.1 Standard
terms
of
awards
under the 2007
Special Incentive Executive Award Program.
Exhibit
10.1
STANDARD
TERMS OF AWARDS GRANTED UNDER
THE
2007 EXECUTIVE LONG-TERM INCENTIVE PROGRAM
OF
THE 2004 SYPRIS EQUITY PLAN
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Purpose
of the Program.
The Company’s Executive Long-Term Incentive Program (“ELTIP”) under the
2004 Sypris Equity Plan (“Plan”) shall be effective for all Awards
incorporating these Terms on or after March 1, 2007, to advance the
Company’s growth and prosperity by providing long-term financial
incentives to its executives, and to further the Company’s philosophy of
equity ownership by the Company’s officers in accordance with the
Company’s Equity Ownership
Guidelines.
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| 2. |
Awards.
Each ELTIP Participant will be eligible to receive an annual Award
of
Restricted Shares and an annual Award of Performance-Vesting Restricted
Shares as determined by the
Committee.
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| 3. |
Restricted
Shares.
Each “Restricted Share” is one Share of the Common Stock (subject to
adjustments per the Plan) which
is subject to forfeiture before its
Vesting Date, as
set forth below.
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| 3.1. |
Restricted
Share Vesting.
Unless otherwise determined by the Committee, grants of Restricted
Shares
will vest approximately 33% on the third anniversary of its Grant
Date,
33% on the fifth anniversary of its Grant Date and 34% on the seventh
anniversary of its Grant Date (each such anniversary, a “Vesting Date”),
unless forfeited before such Vesting
Date.
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| 3.2. |
Performance-Vesting
Restricted Shares.
Unless otherwise determined by the Committee, grants of
Performance-Vesting Restricted Shares will vest 25% on each of the
first,
second, third and fourth anniversaries of the Vesting Trigger Date
as
defined in the Award (each such anniversary, a “Vesting Date”), unless
forfeited by the failure to achieve a Vesting Trigger Date before
the
third anniversary of the Grant
Date.
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| 3.3. |
Distribution.
All Restricted Shares will be held by the Company until their Vesting
Dates, and physically distributed to the Participant thereafter,
with any
legends required by applicable Rules. Participants may vote and receive
cash dividends on such Restricted Shares, as applicable, after the
Grant
Date.
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| 4. |
Annual
Review.
The Committee will review the terms and conditions of the ELTIP annually
in February of each year. The Committee will also review and approve
of
the Award to be granted to each Participant for the then current
year,
taking into consideration the (i) Participant’s contribution to the
Company, (ii) results of the most recent national compensation survey
data, and (iii) Company’s performance with respect to the achievement of
its long-term strategic goals, including those relating to market
and
customer share, geographic expansion, portfolio mix, capital structure
and
financial strength, managerial development, capital markets, financial
variability and risk profile.
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| 5. |
Reduction
in Job Responsibilities.
If a Participant’s job responsibilities are reduced in scope or otherwise
altered, the Participant shall automatically cease to participate
in the
ELTIP with respect to future Awards, unless otherwise determined
by the
Committee.
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| 6. |
Retirement
or Disability.
In the event of any retirement after age 65 or qualification to receive
long-term disability benefits under the Company’s then current policies,
such retirement or disability period shall be treated as a period
of
employment for purposes of the accrual of rights hereunder, including
any
vesting or exercise rights.
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| 7. |
Leaves
of Absence.
The Committee may in its discretion treat all or any portion of any
period
during which a Participant is on military or other approved leave
of
absence as a period of employment for purposes of the accrual of
rights
hereunder.
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| 8. |
Other
Terminations.
If employment is terminated other than for retirement, death or
disability, each unvested Option or Restricted Share will be forfeited
immediately and the Participant will have up to thirty (30) days
in which
to exercise any vested Options. In the event of death, all unvested
Awards
will be immediately vested, and the Participant’s representative or estate
shall have one (1) year in which to exercise any
Options.
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9. Administration.
The
Committee shall have complete authority to administer or interpret the ELTIP
or
any Award, to prescribe, amend and rescind rules and regulations relating
thereto, and to make all other determinations necessary or
advisable
for the administration of the ELTIP or any Award Agreements (including to
establish or amend any rules regarding the ELTIP that are necessary or advisable
to comply with, or qualify under, any applicable law, listing requirement,
regulation or policy of any entity, agency, organization, governmental entity,
or the Company, in the Committee’s sole discretion (“Rule”)). In addition, with
respect to any future grants or the unvested portion of any Awards, the
Committee may amend or terminate these Terms or any Awards, in its sole
discretion without the consent of any employee or beneficiary, subject to
applicable Rules, at any time and from time-to-time. With respect to any
amendment, action or approval hereunder, the Committee may require the approval
of any other persons or entities, pursuant to applicable Rules. The decisions
of
the Committee in interpreting and applying the ELTIP will be final.
| 10. |
Miscellaneous.
Unless otherwise specified, all capitalized terms herein shall have
the
meanings assigned to them in the Plan or in the Award
Agreement.
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| 10.1. |
No
Other Rights.
The Awards include no other rights beyond those expressly provided
in the
Plan, the ELTIP or the Award Agreement. Awards are non-assignable
and
non-transferable except by will or the laws of descent and distribution,
unless otherwise approved by the
Committee.
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| 10.2. |
Taxes.
The Participant must pay in cash, surrender Shares or Options of
then-equivalent value, or otherwise arrange (to the Committee’s
satisfaction) for all tax withholding obligations related to any
Award.
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| 10.3. |
Delegation.
The Committee may delegate any portion of their responsibilities
and
powers to one or more persons selected by them, subject to applicable
Rules. Such delegation may be revoked by the Committee at any
time.
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