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): September 4,
2007
_________________
(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))
On September
4, 2007, Robert B. Sanders, Group Vice President of Sypris Solutions, Inc.
and
President of Sypris Electronics, LLC announced his resignation from his
positions with the company and its subsidiaries effective September 24,
2007.
Section
7 – Regulation
FD
Item
7.01 Regulation FD Disclosure.
On September
6, 2007, the Company announced its updated guidance with respect to the
Company’s anticipated financial performance for the third quarter and the full
year of 2007. A full broadcast of the Company’s conference call
to discuss the updated guidance and associated materials are available at the
Company’s website at www.sypris.com. 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 7.01 "Regulation FD Disclosure" 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.
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Exhibit
Number
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Description
of Exhibit
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99
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Press
Release issued September 6, 2007.
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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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SYPRIS
SOLUTIONS, INC.
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Date:
September 6, 2007
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By:
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/s/ Jeffrey
T.
Gill
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Jeffrey
T. Gill
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President
and Chief Executive Officer
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2
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Exhibit
Number
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Description
of Exhibit
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99
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Press
Release issued September 6, 2007.
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3
EXHIBIT
99
For
more information,
contact: For
Immediate Release
T.
Scott Hatton
Chief
Financial Officer
(502)
329-2000
SYPRIS
RAISES EARNINGS OUTLOOK
─────────────────────
REFLECTS
IMPACT OF RECENT DANA SETTLEMENT
LOUISVILLE,
Ky. (September 6, 2007)– Sypris Solutions, Inc. (Nasdaq/NM: SYPR)
today announced that it is increasing its financial outlook for the balance
of
2007 to reflect the recent approval of its settlement agreement with Dana
Corporation now that Dana has filed its proposed plan of reorganization with
the
U.S. Bankruptcy Court for the Southern District of New York as of August 31,
2007.
The
settlement, which was approved by the court on August 7, 2007, provides for
Sypris to be the exclusive supplier of certain components to Dana through 2014
and to cease all litigation with regard to prior contract disputes, including
the release of Dana from certain committed but undelivered production volumes,
among others. As part of the comprehensive settlement, Dana agreed to
provide Sypris with an allowed general unsecured claim in the amount of $89.9
million.
“We
are
pleased to revise our guidance for the third quarter to reflect the results
of
the recent settlement with Dana,” said Jeffrey T. Gill, president and chief
executive officer. “Earnings for the third quarter are now forecast
to be in the range of $0.14 to $0.17 per diluted share compared to prior
guidance of a loss of $0.08 to $0.11 per diluted share, while revenue for the
period is expected to be in the range of $108 to $113 million, which represents
an incremental increase from our prior outlook of $105 to $110
million.”
Gill
continued, “The forecast for earnings for the full year has been increased to a
range of $0.01 to $0.06 per diluted share compared to prior guidance of a loss
of $0.30 to $0.35 per diluted share, while revenue for 2007 is now expected
to
be in the range of $443 to $453 million, which represents an increase from
our
prior outlook of $435 to $445 million. The outlook for free cash flow
for the year has been reduced to a slight usage to reflect investments to be
made for the new business transfers, the normalization of trade credit terms
with Dana and taxes associated with the settlement.”
“As
we
have mentioned previously, the proceeds from the potential sale of the $89.9
million claim would have a significant impact on the Company’s outlook for free
cash flow,” added Gill. “Based upon current bond market conditions
and a review of the estimated recovery percentages for unsecured claims outlined
in Dana’s plan of reorganization, the sale would increase the Company’s free
cash flow by an estimated $70 to $75 million in 2007. We expect to
make a decision with regard to the potential sale of the claim prior to year
end.”
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
- MORE -
Sypris
Raises Earnings Outlook
Page
2
September
6, 2007
government
agencies in the markets for aerospace and defense electronics, truck components
and assemblies, and test and measurement services. For more
information about Sypris Solutions, visit its Web site at
www.sypris.com.
Each
“forward-looking
statement” herein
is subject to serious risks and should not be relied upon, as detailed in our
most recent Form 10-K and Form 10-Q and subsequent SEC filings. Briefly, we
currently believe that such risks also include: our ability to liquidate
our unsecured claims against the Dana bankruptcy estates at satisfactory
valuations; cost and availability of raw materials such as steel, components,
freight, natural gas or utilities; cost and inefficiencies associated with
increasing our manufacturing capacity and launching new or next generation
programs; stability and predictability of our costs and margins or our
customers’ forecasts, financial conditions, late payments, market shares,
changing product requirements or scheduling demands; costs associated with
breakdowns or repairs of machinery and equipment; growth beyond our productive
capacity, cyclical or other downturns, adverse impacts of new technologies
or
other competitive pressures which erode our margins; cost, efficiency and yield
of our operations including capital investments, working capital, cycle times,
injuries, self-insured risks, wages, freight, production schedules, overtime
costs, expediting costs or scrap rates; failure to adequately insure or to
identify environmental or other risks; inventory valuation risks due to
obsolescence, shrinkage, theft, price, overstocking or underbilling; changes
in
government funded or other customer programs; reliance on major customers or
suppliers, especially in the automotive sector where bankruptcies or other
restructurings could adversely impact our contracts; revised contract prices
or
estimates of major contract costs; dependence on, recruitment or retention
of
management or other key employees; union negotiations; pension valuation, health
care or other benefit costs; labor relations; strikes; risks of foreign
operations; currency exchange rates; costs and supply of debt, equity capital,
or insurance due to poor operating or financial results, new business risks,
credit ratings, debt covenant violations, contract claims, insurance conditions
or regulatory developments; impairments, non-recoverability or write-offs of
goodwill, deferred contract or pre-contract expenses or fixed assets; changes
in
licenses, security clearances, or other legal rights to operate, manage our
work
force or import and export as needed; weaknesses in internal controls; costs
of
compliance with auditing, regulatory or contractual obligations; regulatory
actions or sanctions; disputes or litigation, involving customer, supplier,
creditor, stockholder, product liability or environmental claims including
potential, pre-existing product liability and unknown warranty claims that
were
preserved in our settlement agreement with Dana; war, terrorism or political
uncertainty; unanticipated or uninsured disasters, losses or business risks;
inaccurate data about markets, customers or business conditions; or unknown
risks and uncertainties.
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END
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