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): May 14, 2007
_________________
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
May 14, 2007, Sypris Solutions, Inc. (the “Company”) offered eligible
participants, including executive officers and directors of the Company,
the
opportunity to surrender certain vested outstanding, unexercised stock options
which have exercise prices greater than $7.90 per share in exchange for shares
of common stock or new options to acquire common stock with an exercise price
of
$7.90 per share, pursuant to the 2004 Sypris Equity Plan. Participants, including executive
officers and directors of the Company, may participate in the offer if they
remain in office through the date on which the Company cancels eligible options
under the offer, currently expected to occur on June 13, 2007. At the participant’s election, the
participant may exchange all of the eligible options received by such
participant on any single grant date having the same exercise price for either
(i) shares of common stock having a fair value equivalent to the fair value
of
each such eligible option or (ii)
new options to purchase shares of Sypris common stock having a fair value
equivalent to the fair value of each such eligible option. The ratio of shares subject to eligible
options cancelled to common stock and new options issued is calculated using
the
Black-Scholes Merton Option Valuation Model. A participant’s election to receive
shares of common stock or new options will become effective and final on
June
12, 2007. If a participant elects
to exchange any eligible options, he or she must also surrender any target
performance options granted under any Sypris equity plan. Each
share of common stock and new option
granted with respect to an exchanged option is fully vested. All new options will be exercisable
through May 14, 2011.
The
Standard Terms of Awards Granted Executives under the 2007 Stock Option Exchange
Program are attached hereto as Exhibit 10.1, and 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.
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Exhibit
Number
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Description
of Exhibit
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10.1
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Standard
Terms of Awards Granted Executives under the 2007 Stock Option Exchange
Program
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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.
| SYPRIS SOLUTIONS, INC. | ||
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| Date: May 18, 2007 | By: | /s/ John R. McGeeney |
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John
R. McGeeney
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| General Counsel & Secretary | ||
2
INDEX
TO EXHIBITS
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Exhibit
Number
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Description
of Exhibit
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10.1
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Standard
Terms of Awards Granted Executives under the 2007 Stock Option Exchange
Program
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3
Exhibit
10.1
STANDARD
TERMS OF EXECUTIVE AWARDS GRANTED UNDER
THE
2007 STOCK OPTION EXCHANGE PROGRAM
OF
THE 2004 SYPRIS EQUITY PLAN
1. Purpose
of the Program.
The
Company’s 2007 Stock Option Exchange Program (the “Program”) under the 2004
Sypris Equity Plan (“Plan”) shall be effective for all Awards to executive
officers and directors incorporating these Terms, to advance the Company’s
growth and prosperity by providing meaningful long-term financial incentives
to
its executives and certain other key employees, and to further the Company’s
philosophy of equity ownership and incentives.
2. Eligible
Grant. “Eligible
Grant” means any previous
grant
of
stock options under
any
of the Company’s stock option or equity plans, if: a) 100% of the stock options
awarded in such grant were fully vested
on May
14, 2007, and b) the exercise price of such options is above $7.90 per
share.
3. Eligible
Options.“Eligible
Options” means all stock options
awarded
in any Eligible
Grant.
4. New
Shares.Each
“New
Share” is one fully vested Share of the Common Stock.
5. New
Options.
Each
“New Option” is the right to purchase one Option Share at the Option Price, from
the Grant Date until its Expiration Date or forfeiture (subject to adjustments
per the Plan). Options must be exercised with 48 hours advance written notice,
unless waived by the Company.
| 5.1. |
Option
Price.
“Option Price” means $7.90 per Share (the last closing price per Option
Share prior to the opening of business on May 14, 2007 (“the Grant
Date”)). The Option Price is payable to the Company in cash or any other
method of payment authorized by the Committee in its discretion,
which may
include Stock (valued as the closing price per Share on the exercise
date)
or vested options (valued as the closing price per Share on the exercise
date, less the Option Price), in each case in accordance with applicable
Rules. Similarly, the Participant must arrange for tax withholding
in
accordance with applicable Rules, to the satisfaction of the
Committee.
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| 5.2. |
Option
Shares.
Initially, each “Option Share” is one Share of the Common Stock (subject
to adjustments per the Plan). Option Shares may be certificated upon
request, with any legends required by applicable
Rules.
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| 5.3. |
Option
Vesting.
All New Options are 100% vested on the Grant
Date.
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| 5.4. |
Expiration
Date.
Each New Option's "Expiration Date" will be May 14,
2011.
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6. Award
of Exchange Rights.
With
respect to each Eligible Grant, in exchange for all Eligible Options in such
grant, the Company hereby awards to the Participant named on Exhibit A, either:
| 6.1. |
New
Options:
the number of New Options specified on Exhibit A in connection with
any
Eligible Grant, for which the Participant has elected Exchange #2
- “New
Options”, on the last duly executed form of Exhibit A received by the
Company on or before June 12, 2007 at 5:00 p.m. EST; or
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| 6.2. |
New
Shares:
the number of New Shares specified on Exhibit A in connection with
any
Eligible Grant, for which the Participant has elected Exchange #3
- “New
Stock”, on the last duly executed form of Exhibit A received by the
Company on or before June 12, 2007 at 5:00 p.m.
EST.
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| 6.3. |
No
Change.
In the alternative, the Participant shall retain all Eligible Options
specified on Exhibit A in connection with such Eligible Grant, for
which
the Participant has elected Exchange #1 - “No Change”, on the last duly
executed form of Exhibit A received by the Company on or before June
12,
2007 at 5:00 p.m. EST.
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7. Retirement,
DEath 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
any exercise rights. In the event of death, the Participant’s representative or
estate shall have one (1) year in which to exercise any New Options prior to
their Expiration Date.
8. 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.
9. Other
Terminations.
If
employment is terminated other than for retirement, death or disability, the
Participant will have up to thirty (30) days in which to exercise any New
Options prior to their Expiration Date.
10. Administration.
The
Committee shall have complete authority to administer or interpret the Program
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 Program or any Award Agreements (including to establish
or
amend any rules regarding the Program 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 Program will be final.
11. Miscellaneous.
Unless
otherwise specified, all capitalized terms herein shall have the meanings
assigned to them in the Plan or in the Award Agreement.
| 11.1. |
No
Other Rights.
The Awards include no other rights beyond those expressly provided
in the
Plan, the Program 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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| 11.2. |
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.
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| 11.3. |
Delegation.
The Committee may delegate any portion of their responsibilities
and
powers to one or more persons selected by them, subject to applicable
Rules and revocation at any time.
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SYPRIS
SOLUTIONS, INC.
By:
Name:
Jeffrey T. Gill__
_
Title:
President & CEO___