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 31, 2008
_________________
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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||||
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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
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Item
5.02(e)
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March
31, 2008, 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 $4.31 per share in exchange for shares of common
stock or new options to acquire common stock with an exercise price of $4.31 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 until the date on which the Company cancels
eligible options under the offer, currently expected to occur on May 13,
2008. 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 May 12,
2008. 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 March 30, 2012.
The
Standard Terms of Awards Granted Executives under the 2008 Stock Option Exchange
Program are attached hereto as Exhibit 10.1, and incorporated by reference
herein.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements
and Exhibits.
(c) Exhibits.
Description
of Exhibit
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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 2008 Stock Option Exchange
Program
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2
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:
April 4, 2008
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By:
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/s/ John R. McGeeney | |
| John R. McGeeney | |||
| General Counsel & Secretary | |||
3
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 2008 Stock Option Exchange
Program
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4
Exhibit 10.1
STANDARD
TERMS OF EXECUTIVE AWARDS GRANTED UNDER
THE
2008 STOCK OPTION EXCHANGE PROGRAM
OF
THE 2004 SYPRIS EQUITY PLAN
1. Purpose of
the Program. The Company’s
2008 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. The purpose of the Program is 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 March 31, 2008, and b)
the exercise price of such options is above $4.31 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.
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5.1.
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Option
Price. “Option Price” means $4.31 per Share (the last
closing price per Option Share prior to the opening of business on March
31, 2008 (“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.
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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.
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Option
Vesting. All New Options are 100% vested on the Grant
Date.
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5.4.
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Expiration
Date. Each New Option's "Expiration Date" will be March
30, 2012.
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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 (“Awards”) to the
Participant named on Exhibit A, either:
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6.1.
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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 May 1, 2008 at 5:00 p.m.
EST; or
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6.2.
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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 May 1, 2008 at 5:00 p.m.
EST.
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6.3.
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No
Change. In the alternative, the Participant shall retain
all Eligible Options specified on Exhibit A in connection with all such
Eligible Grants if Participant has validly withdrawn from the Program, or
all those Eligible Options included in any Eligible Grants 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 May 1,
2008 at 5:00 p.m. EST which has not been
withdrawn.
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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 this Award Agreement.
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11.1.
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No Other
Rights. The Awards include no other rights beyond those
expressly provided in the Plan, the Program or this 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.
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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.
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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:/s/ Jeffrey T.
Gill
Jeffrey T. Gill
President
& Chief Executive Officer
Note: The past performance of the Company's stock is no guarantee of its
likely future performance. Please read the "Offer to Exchange" carefully
before making your election. This offer expires May 1, 2008.
| Exhibit A- Election Form | Alternative Stock Price Scenarios | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SYPR's closing stock price on 3-28-08: | $ | 4.31 | $ | 4.31 | $ | 4.31 | $ | 4.31 | $ | 4.31 | $ | 4.31 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Participant Summary | If SYPR's stock price is: | $ | 7.00 | $ | 7.00 | $ | 7.00 | $ | 12.00 | $ | 12.00 | $ | 12.00 | $ | 18.00 | $ | 18.00 | $ | 18.00 | |||||||||||||||||||||||||||||||||||||||||||||
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After tax (assumed
tax rate of 40%):
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60 | % | 60 | % | 60 | % | 60 | % | 60 | % | 60 | % | 60 | % | 60 | % | 60 | % | ||||||||||||||||||||||||||||||||||||||||||||||
| 1 | 2 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| * |
Grant
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Expiration
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Shares
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Grant
Price
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Granted
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(Vested)
No Change
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New
Options
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New
Stock
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1 -
No
Change
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2 -
New
Options
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3-New
Stock
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1 -
No
Change
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2 -
New
Options
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3-New
Stock
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1 -
No
Change
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2 -
New
Options
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3-New
Stock
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|||||||||||||||||||||||||||||||||||||||||||||||
| Example | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/03 | 2/24/11 | 2,400 | $ | 8.25 | 2,400 | 1,920 | - | - | $ | - | $ | - | $ | - | $ | 5,400 | $ | - | $ | - | $ | 14,040 | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||||
| 2/25/03 | 2/24/11 | 10,000 | $ | 8.25 | 10,000 | 8,000 | - | - | $ | - | $ | - | $ | - | $ | 22,500 | $ | - | $ | - | $ | 58,500 | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||||
| 2/26/03 | 2/25/11 | 39,000 | $ | 8.27 | 39,000 | 31,200 | - | - | $ | - | $ | - | $ | - | $ | 87,282 | $ | - | $ | - | $ | 227,682 | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||||
| 3/2/06 | 3/1/12 | 12,500 | $ | 10.36 | 12,500 | - | - | - | $ | - | $ | - | $ | - | $ | 12,300 | $ | - | $ | - | $ | 57,300 | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||||
| Not eligible: | 63,900 | 41,120 | $ | - | $ | 127,482 | $ | 357,522 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/27/01 | 2/26/09 | 25,000 | $ | 6.25 | 25,000 | 25,000 | 4,994 | 1,415 | $ | 11,250 | $ | 8,060 | $ | 7,466 | $ | 86,250 | $ | 23,042 | $ | 14,541 | $ | 176,250 | $ | 41,021 | $ | 23,031 | ||||||||||||||||||||||||||||||||||||||
| 5/11/07 | 5/14/11 | 27,055 | $ | 7.90 | 27,055 | 27,055 | 12,220 | 3,463 | $ | - | $ | 19,723 | $ | 18,271 | $ | 66,555 | $ | 56,383 | $ | 35,586 | $ | 163,953 | $ | 100,375 | $ | 56,364 | ||||||||||||||||||||||||||||||||||||||
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Eligible:
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52,055 | 52,055 | 17,214 | 4,878 | 11,250 | 27,783 | 25,736 | 152,805 | 79,425 | 50,126 | 340,203 | 141,396 | 79,394 | |||||||||||||||||||||||||||||||||||||||||||||||||||
*-In each unshaded box please indicate your election of: (1) no change, (2)
new options, or (3) new stock.
Participant
Signature:_____________________________