As
filed with the Securities and Exchange Commission on May 22,
2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule
13e-4)
(Amendment
No. 1)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Sypris
Solutions, Inc.
(Name
of Subject Company (Issuer) and Filing Person
(Offeror))
Options
to Purchase Common Stock, par value $0.01 per share
(Title
of Class of Securities)
871655106
(CUSIP
Number of Class of Securities (Underlying Common Stock))
Jeffrey
T. Gill
President
and Chief Executive Officer
Sypris
Solutions, Inc.
101
Bullitt Lane, Suite 450
Louisville,
Kentucky 40222
(502)
329-2000
(Name,
address, and telephone number of person authorized to receive notices
and
communications
on behalf of filing person)
with
a copy to:
Robert
A. Heath, Esq.
Caryn
F. Price, Esq.
Wyatt,
Tarrant & Combs, LLP
500
W. Jefferson Street, Suite 2800
Louisville,
Kentucky 40202
(502)
589-5235
CALCULATION
OF FILING FEE
|
Transaction
valuation*
|
|
Amount
of filing fee**
|
|
$2,316,006
|
|
$79.52
|
*
Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 1,143,058 shares of common stock of Sypris
Solutions, Inc., having an aggregate value of $2,316,006 as of May 14, 2007
will
be exchanged or cancelled pursuant to this offer. The aggregate value of such
options was calculated based on the Black-Scholes option pricing model.
**
The
amount of the filing fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, equals $30.70 per million dollars
of the value of the transaction.
|
¨
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its filing.
|
||||
|
Amount
Previously Paid: $79.52
|
Filing
Party: Sypris Solutions, Inc.
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||||
|
Form
or Registration No.: 005-48797
|
Date
Filed: May 15, 2007
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|||
|
¨
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
|
||||
Check
the appropriate boxes below to designate any transactions to which the statement
relates:
|
|
¨
|
Third-party
tender offer subject to Rule 14d-1.
|
|
|
x
|
Issuer
tender offer subject to Rule 13e-4.
|
|
|
¨
|
Going-private
transaction subject to Rule 13e-3.
|
|
|
¨
|
Amendment
to Schedule 13D under Rule 13d-2.
|
Check
the following box if the filing is a final amendment reporting the results
of
the tender offer: ¨
2
SCHEDULE
TO
(AMENDMENT
NO. 1)
This
Amendment No. 1 to Schedule TO amends and supplements the Schedule TO filed
with
the Securities and Exchange Commission (the “Schedule TO”), in connection with
an offer by Sypris Solutions, Inc., a Delaware corporation (“Sypris”), to
exchange certain stock options to purchase shares of Sypris’s common stock that
are held by eligible participants that have exercise prices equal to or greater
than $7.90 per share, for shares of common stock or for new options to be
granted under the 2004 Sypris Equity Plan, upon the terms and subject to the
conditions set forth in the Offer to Exchange Certain Outstanding Options for
New Options or Shares of Common Stock, dated May 14, 2007 (the “Offer to
Exchange”).
|
ITEM 12.
|
EXHIBITS.
|
Item 12
of the Schedule TO is hereby amended and restated as follows:
|
Exhibit
Number
|
|
Description
|
|
|
99.(a)(1)(a)*
|
|
Offer
to Exchange Certain Unexercised Options for New Options and Common
Stock
dated May 14, 2007
|
|
|
99.(a)(1)(b)*
|
Exchange
Offer Letter
|
||
|
99.(a)(1)(c)*
|
Form
of Announcement of Program email
|
||
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99.(a)(1)(d)*
|
Standard
Terms of Awards Granted Executives Under the 2007 Stock Option Exchange
Program
|
||
|
99.(a)(1)(e)*
|
Standard
Terms of Awards Granted Employees Under the 2007 Stock Option Exchange
Program
|
||
|
99.(a)(1)(f)*
|
|
Withdrawal
Form
|
|
|
99.(a)(1)(g)*
|
|
Form
of Confirmation of Receipt of Election Form
|
|
|
99.(a)(1)(h)*
|
|
Form
of Confirmation of Receipt of Withdrawal Form
|
|
|
99.(a)(1)(i)*
|
|
Form
of Reminder of Deadline Emails
|
|
|
99.(a)(1)(j)*
|
Stock
Value Calculator
|
||
|
99.(a)(1)(k)*
|
Election
Form
|
||
|
99.(a)(1)(l)
|
Form
of Email Notice to Participants
|
||
|
99.(a)(1)(m)
|
Additional
Participant Information Regarding Tax Withholding Obligations and
Form of
Stock Ownership
|
||
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99.(b)
|
|
None
|
|
|
99.(d)(1)**
|
|
2004
Sypris Equity Plan
|
|
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99.(g)
|
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None
|
|
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99.(h)
|
|
None
|
|
|
*
|
Previously
filed with the Schedule TO filed with the Securities and Exchange
Commission on May 15, 2007, and incorporated herein by reference.
|
|
**
|
Incorporated
by reference to Sypris’s Registration Statement on Form S-8 (File No.
333-114982) filed with the Commission on April 29, 2004.
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3
Signature
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
|
Sypris
Solutions, Inc.
|
|
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/s/ John R.
McGeeney
|
|
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Name: John
R. McGeeney
|
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Title:
General Counsel and Secretary
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Date:
May
22, 2007
4
Exhibit
Index
|
Exhibit
Number
|
|
Description
|
|
|
99.(a)(1)(a)*
|
|
Offer
to Exchange Certain Unexercised Options for New Options and Common
Stock
dated May 14, 2007
|
|
|
99.(a)(1)(b)*
|
Exchange
Offer Letter
|
||
|
99.(a)(1)(c)*
|
Form
of Announcement of Program email
|
||
|
99.(a)(1)(d)*
|
Standard
Terms of Awards Granted Executives Under the 2007 Stock Option Exchange
Program
|
||
|
99.(a)(1)(e)*
|
Standard
Terms of Awards Granted Employees Under the 2007 Stock Option Exchange
Program
|
||
|
99.(a)(1)(f)*
|
|
Withdrawal
Form
|
|
|
99.(a)(1)(g)*
|
|
Form
of Confirmation of Receipt of Election Form
|
|
|
99.(a)(1)(h)*
|
|
Form
of Confirmation of Receipt of Withdrawal Form
|
|
|
99.(a)(1)(i)*
|
|
Form
of Reminder of Deadline Emails
|
|
|
99.(a)(1)(j)*
|
Stock
Value Calculator
|
||
|
99.(a)(1)(k)*
|
Election
Form
|
||
|
99.(a)(1)(l)
|
Form
of Email Notice to Participants
|
||
|
99.(a)(1)(m)
|
Additional
Participant Information Regarding Tax Withholding Obligations and
Form of
Stock Ownership
|
||
|
99.(b)
|
|
None
|
|
|
99.(d)(1)**
|
|
2004
Sypris Equity Plan
|
|
|
99.(g)
|
|
None
|
|
|
99.(h)
|
|
None
|
|
|
*
|
Previously
filed with the Schedule TO filed with the Securities and Exchange
Commission on May 15, 2007, and incorporated herein by
reference.
|
|
**
|
Incorporated
by reference to Sypris’s Registration Statement on Form S-8 (File
No.333-114982) filed with the Commission on April 29, 2004.
|
5
FORM
OF
E-MAIL NOTICE TO PARTICIPANTS
Exhibit
99.(a)(1)(l)
We
will
conduct a follow up conference call on May 29, 2007 at 2:00 pm EST to review
any
additional questions you may have as you prepare your election form for the
Stock Option Exchange Program.
The
dial
in number for this call is 1-xxx-xxx-xxxx, entry code is xxxxxx#. We urge you
to
work through your election form prior to this call to help determine whether
you
have any further questions.
We
have
also attached your personalized information regarding your tax withholding
obligations should you elect to exchange your eligible options for shares of
common stock. Please review the attached information and if you intend to elect
stock, please complete part II of the Form (telling us how you wish to receive
your shares) and send via email to andrea.luescher@sypris.com
or fax
to 502-329-2036.
This
2007
Exchange Offer Program will expire on June 12, 2007 at 5:00 pm EST and requires
you to elect one of the choices provided before that time.
ADDITIONAL
PARTICIPANT INFORMATION REGARDING TAX WITHHOLDING OBLIGATIONS AND FORM OF STOCK
OWNERSHIP
Exhibit
99.(a)(1)(m)
SYPRIS
SOLUTIONS, INC.
OFFER
TO EXCHANGE CERTAIN OUTSTANDING OPTIONS
__________________________________
ADDITIONAL
PARTICIPANT INFORMATION REGARDING TAX WITHHOLDING OBLIGATIONS AND FORM OF STOCK
OWNERSHIP
Part
I. Tax Withholding Percentage
Your
tax
withholding percentage for any shares of common stock that you have elected
to
receive (Option 3 per the Exchange Offer Exhibit A) is:
[XXXX%]
For
any
grant of shares of stock, you can calculate the tax you would owe upon receipt
of such shares as follows:
| (a) |
the
number of shares that you elect to receive for any Eligible Grant,
multiplied
by
|
| (b) |
$7.90,
multiplied
by
|
| (c) |
.[XXX]
|
For
example, if you receive 100 shares (in exchange for one of your Eligible
Grants), your tax withholding obligation for that grant would be $[XXX], because
100 x $7.90 x [.XX] = $[XXX]. You must perform this calculation for each
Eligible Grant that you choose to exchange for shares.
Note:
If
we do not receive your check for the required tax withholding amount by June
12,
2007, we will automatically withhold sufficient shares to pay for the
withholding obligation (using the value per share on June 12, 2007). If
you prefer to pay your taxes yourself, please total your witholdings for all
Eligible Grants and make your check out to Sypris Solutions, Inc. Please
contact Michelle Greenwell at (502) 329-2046 to verify your withholding amount
prior to sending in your check.
Part
II. Preferred Form of Stock Ownership
Please
use this form to designate the manner in which you wish to receive any shares
of
stock. If you do not designate any preference by June 12, 2007, you will
automatically receive an original share certificate.
Please
send an original share certificate to my home address below:
_________________________________________________
_________________________________________
_________________________________________
Original
certificates are valuable items which you should keep in a safety deposit box
or
other safe place.
OR
Please
transfer shares electronically (by way of DTC) to my brokerage account
below:
Brokerage
Firm Name:__________________________
Brokers
Name:________________________________
Broker
Phone Number:__________________________
Participant
Account
#:__________________________
Participant
DTC #:_____________________________
Please
provide your broker with a copy of this election.
Note
to Brokers: You must initiate the DWAC Deposit on June 13, 2007, in order to
receive the shares.
Signature
:__________________________
Name:______________________________
Date:_______________________________