sypris solutions 8k 5-18-07
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 14, 2007
_________________
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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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
Item
5.02(e) Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers;
Compensatory Arrangements
of Certain Officers.
On
May 14, 2007, 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 $7.90 per share in exchange for shares
of common stock or new options to acquire common stock with an exercise price
of
$7.90 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 through the date on which the Company cancels eligible options
under the offer, currently expected to occur on June 13, 2007. 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
June
12, 2007. If a participant elects
to exchange any eligible options, he or she must also surrender any target
performance options granted under any Sypris equity plan. 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 May 14, 2011.
The
Standard Terms of Awards Granted Executives under the 2007 Stock Option Exchange
Program are attached hereto as Exhibit 10.1, and incorporated by reference
herein.
The
information in this Form 8-K and the attached exhibits is being furnished 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.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(c) 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 2007 Stock Option Exchange
Program
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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.
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SYPRIS
SOLUTIONS, INC. |
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| Date:
May
18, 2007 |
By: |
/s/ John
R.
McGeeney |
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John
R. McGeeney
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General
Counsel & Secretary |
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 2007 Stock Option Exchange
Program
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