As filed with the Securities and
Exchange Commission on March 31, 2008
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
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:
Caryn F. Price,
Esq.
Wyatt, Tarrant & Combs,
LLP
500 W. Jefferson Street, Suite
2800
Louisville, Kentucky
40202
(502) 589-5235
CALCULATION OF FILING FEE
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Transaction
valuation*
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Amount of filing
fee**
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$328,484
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$12.91
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* Calculated solely for
purposes of determining the filing fee. This amount assumes that options to
purchase 679,553 shares of common stock of Sypris Solutions, Inc., having an
aggregate value of $328,484 as of March 31, 2008 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 $39.30 per million dollars
of the value of the transaction.
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¨
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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.
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||||
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Amount Previously Paid: $
12.91
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Filing Party: Sypris Solutions,
Inc.
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Form or Registration No.:
005-48797
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Date Filed: March 31,
2008
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¨
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Check the box if the filing
relates solely to preliminary communications made before the commencement
of a tender offer.
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||||
Check the appropriate boxes below to
designate any transactions to which the statement relates:
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¨
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Third-party
tender offer subject to Rule 14d-1.
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x
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Issuer
tender offer subject to Rule 13e-4.
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¨
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Going-private
transaction subject to Rule 13e-3.
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¨
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Amendment
to Schedule 13D under Rule 13d-2.
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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 $4.31 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 March 31, 2008 (the “Offer to
Exchange”).
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ITEM 4.
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TERMS OF THE
TRANSACTION.
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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, May 12, 2008. Pursuant to the
Offer to Exchange, the Company accepted for exchange options to purchase an
aggregate of 423,986 shares of the Company’s common stock from 39 eligible
participants, representing 62.5% 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 904 shares of the Company common
stock and options to purchase an aggregate of 179,946 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.
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Sypris Solutions,
Inc.
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/s/ John
R. McGeeney
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Name: John
R. McGeeney
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| Date: May 15, 2008 |
Title: General
Counsel and Secretary
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3
Exhibit
Index
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Item
12
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Exhibits.
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99.(a)(1)(a)*
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Offer
to Exchange Certain Unexercised Options for New Options
and Common Stock dated March 31, 2008
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99.(a)(1)(b)*
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Exchange
Offer Letter
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99.(a)(1)(c)*
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Form
of Announcement of Program email
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99.(a)(1)(d)*
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Standard
Terms of Awards Granted Executives Under the 2008 Stock Option Exchange
Program
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99.(a)(1)(e)*
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Standard
Terms of Awards Granted Employees Under the 2008 Stock Option Exchange
Program
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99.(a)(1)(f)*
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Withdrawal
Form
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99.(a)(1)(g)**
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Form
of Confirmation of Receipt of Election Form
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99.(a)(1)(h)**
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Form
of Confirmation of Receipt of Notice of Withdrawal
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99.(a)(1)(i)**
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Form
of Reminder of Deadline Emails
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99.(a)(1)(j)*
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Stock
Value Calculator
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99.(a)(1)(k)*
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Election
Form
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99.(a)(1)(l)**
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Form
of Email Notice to Optionees
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99.(a)(1)(m)**
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Additional
Optionee Information Regarding Tax Withholding Obligations and Form of
Stock Ownership
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99.(a)(1)(n)*
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Form
of Acceptance of Options for Cancellation
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99.(a)(1)(o)*
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Form
of Notice of New Shares Tendered for Tax Withholding
Obligations
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99.(a)(1)(p)**
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Form
of Notice of Certain Amendments to the Offer to
Exchange
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| 99.(a)(1)(q)** | Form of Confirmation of Receipt of Election Form (Original Expiration Date) | |
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99.(b)
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None
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99.(d)(1)***
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2004
Sypris Equity Plan
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99.(g)
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None
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99.(h)
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None
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*
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Previously
filed with the Schedule TO filed with the Securities and Exchange
Commission on March 31, 2008 and incorporated herein by
reference.
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**
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Previously filed with the Amendment No. 1 to Schedule TO filed with the Securities and Exchange Commission on April 7, 2008 and incorporated by reference herein. |
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***
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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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4