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): May 29,
2008
Sypris
Solutions, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-24020
|
61-1321992
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
||
|
101
Bullitt Lane, Suite 450
|
||||
|
Louisville,
Kentucky
|
40222
|
|||
|
(Address
of Principal
Executive
Offices)
|
(Zip
Code)
|
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 5
– Corporate Governance and Management
|
Item
5.02(b)
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On May 29, 2008, Sypris Solutions, Inc.
(the “Company”) announced that its Vice President and Chief Financial Officer,
T. Scott Hatton, has expressed his intention to leave the Company effective on
July 4, 2008 to become the Chief Financial Officer of Portfolio Operations with
a $5.6 billion private equity fund. The Company also announced that Anthony C.
Allen, 49, Vice President, Treasurer and Assistant Secretary of the Company,
will be appointed acting Chief Financial Officer effective July 4, 2008. Mr.
Allen has served as Vice President, Treasurer and Assistant Secretary of the
Company since December 2004 and as Vice President of Finance and Information
Systems and Assistant Secretary of the Company from 2003 to December 2004. Mr.
Allen served as Vice President, Controller and Assistant Secretary of the
Company from 1997 to 2003. The full text of the press release is set forth in
Exhibit 99 hereto.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(c) Exhibits.
|
Exhibit
Number
|
Description of Exhibit
|
| 99 | Press Release issued May 29, 2008. |
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.
|
Dated:
May 29, 2008
|
Sypris
Solutions, Inc.
|
|||||||
|
By:
|
/s/
John R. McGeeney
______________________________
|
|||||||
|
John
R. McGeeney
|
||||||||
|
General
Counsel and Secretary
|
||||||||
2
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description of Exhibit
|
| 99 | Press Release issued May 29, 2008. |
[Missing Graphic Reference]
For Immediate
Release
For
more information, contact:
Anthony
C. Allen
Vice
President, Treasurer & Assistant Secretary
(502)
329-2000
SYPRIS
ANNOUNCES EXECUTIVE TRANSITION
LOUISVILLE, Ky. (May 29, 2008)
- - Sypris Solutions, Inc. (Nasdaq/NM:SYPR) announced today that T. Scott Hatton
will resign from his position as Vice President and CFO of the Company,
effective July 4, 2008, to assume the role of CFO of Portfolio Operations with a
$5.6 billion private equity fund. Anthony C. Allen, Vice President,
Treasurer and Assistant Secretary, will serve as the acting CFO until such time
as a replacement is secured.
Jeffrey
T. Gill, President and CEO, commenting on the announcement said, “We want to
thank Scott for his years of dedication and service to Sypris, and we wish him
and his family much success with this new and exciting
adventure. Scott has made a lasting contribution to the development
of Sypris and for that we are very appreciative.”
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 government
agencies in the markets for aerospace and defense electronics, truck components
and assemblies, and for users of test and measurement equipment. 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, and/or equity interests in, Dana at
satisfactory valuation levels1; costs and inefficiencies of restructuring our
manufacturing capacity; breakdowns, relocations or major repairs of machinery
and equipment; our inability to successfully launch new or next generation
programs; impairments, non-recoverability or write-offs of goodwill, assets or
deferred costs; the cost, efficiency and yield of our operations and capital
investments, including working capital, production schedules, cycle times, scrap
rates, injuries, wages, overtime costs, freight or expediting costs; cost and
availability of raw materials such as steel, component parts, natural gas or
utilities; volatility of our customers’ forecasts, financial conditions, market
shares, product requirements or scheduling demands; cyclical or other downturns;
adverse impacts of new technologies or other competitive pressures which
increase our costs or erode our margins; failure to adequately insure or to
identify environmental or other insurable risks; inventory valuation risks
including obsolescence, shrinkage, theft, overstocking or underbilling; changes
in government or other customer programs; reliance on major customers or
suppliers, especially in the automotive or aerospace and defense electronics
sectors; revised contract prices or estimates of major contract costs;
dependence on, recruitment or retention of key employees; union negotiations;
pension valuation, health care or other benefit costs; labor relations; strikes;
risks of foreign operations; currency exchange rates; the costs and supply of
debt, equity capital, or insurance; 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; the costs of compliance with our
auditing, regulatory or contractual obligations; regulatory actions or
sanctions; disputes or litigation, involving customer, supplier, creditor,
stockholder, product liability, asbestos-related 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.
- MORE
- -
101
Bullitt Lane, Suite 450, Louisville, Kentucky 40222 • (502) 329-2000 • Fax (502)
329-2050 • www.sypris.com
Sypris
Announces Executive Transition
Page
2
May 29,
2008
1 We have estimated and recorded our
$89.9 million claim against Dana at approximately 85% of its face value or $76.4
million, which represents our right to receive certain distributions of cash and
common stock in Dana Holding Corporation (NYSE:DAN), including initial
distributions of approximately $6.3 million in cash and 3.1 million shares. Due
to market conditions and certain other factors, we believe that the recent
trading prices of DAN common stock do not reflect its longer-term
value. However, if we sell these shares at such prices or such prices
otherwise reflect a decline in value which is deemed to be “other than
temporary,” our business, results of operations and financial condition could be
materially adversely impacted.
- END
- -