As
filed with the Securities and Exchange Commission on June 18,
2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule
13e-4)
(Amendment
No. 2)
[TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
[Missing
Graphic Reference]
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.
|
||||
|
Form
or Registration No.: 005-48797
|
Date
Filed: May 15, 2007
|
||||
|
¨
|
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: ¨
SCHEDULE
TO
(AMENDMENT
NO. 2)
This
Amendment No. 2 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 4.
|
TERMS
OF THE TRANSACTION.
|
Item 4
of the Schedule TO is hereby amended and supplemented as follows:
The
Offer to Exchange expired at 5:00
p.m. Eastern Standard Time on Monday, June 12, 2007. Pursuant to the
Offer to Exchange, the Company accepted for exchange options to purchase an
aggregate of 1,101,655 shares of the Company’s common stock from 77 eligible
participants, representing 96% of the shares subject to options that were
eligible to be exchanged in the Offer to Exchange. Upon the terms and
subject to the conditions set forth in the Offer to Exchange, the Company has
issued stock covering an aggregate of 159,974 shares of the Company common
stock and options to purchase an aggregate of 374,529 shares of the Company’s
common stock in exchange for the options surrendered pursuant to the Offer
to
Exchange.
2
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.
|
|
|
/s/ John
R. McGeeney
|
|
|
Name: John
R. McGeeney
|
|
| Date: June 18, 2007 |
Title: General
Counsel and Secretary
|
3
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.
|
|
**
|
Previously
filed with the Amendment No. 1 to Schedule TO filed with the Securities
and Exchange Commission on May 22, 2007 and incorporated by reference
herein.
|
|
***
|
Incorporated
by reference to Sypris’s Registration Statement on Form S-8 (File
No.333-114982) filed with the Commission on April 29,
2004.
|
4