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As filed with the Securities and Exchange Commission on May 9, 2002
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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SYPRIS SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 61-1321992
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(State of incorporation) (I.R.S. Employer Identification No.)
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
(Address, including zip code, of Registrant's principal executive offices)
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SYPRIS SOLUTIONS, INC. 1994 STOCK OPTION PLAN FOR KEY EMPLOYEES
(Full title of the plan)
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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, including area code, of agent for service)
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Copies to:
ROBERT A. HEATH, ESQ.
Wyatt, Tarrant & Combs, LLP
500 West Jefferson Street
Suite 2800
Louisville, Kentucky 40202
(502) 589-5235
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
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Common Stock
$.01 par value(2) 1,500,000(3) $18.90 $28,350,000 $2,608.20
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(1) Calculated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration
fee based upon the average of the high and low sale price for the Common Stock as reported on the Nasdaq National
Market on May 3, 2002.
(2) Includes the Series A Preferred Stock purchase rights associated with the Common Stock.
(3) The amount of Common Stock to be registered hereby includes such additional shares as may be issued pursuant to the
anti-dilution provisions of the plan to reflect stock splits, stock dividends or similar transactions pursuant to
Rule 416(a) under the Securities Act of 1933, as amended, without the need of a post-effective amendment.
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This Registration Statement is for the registration of
additional shares of Common Stock of Sypris Solutions, Inc. (the "Registrant")
for issuance under the Sypris Solutions, Inc. 1994 Stock Option Plan for Key
Employees. The contents of the Registrant's Form S-8 Registration Statements
Nos. 33-94546, 333-07199, 333-52589 and 333-62781, as filed with the Commission
on July 13, 1995, June 28, 1996, May 13, 1998, and September 2, 1998,
respectively, and the Registrant's Post-Effective Amendment No. 1 to Form S-8
Registration Statements Nos. 33-94546, 333-07195, 33-94544, 333-07199 and
333-07111, as filed with the Commission on May 13, 1998, are incorporated herein
by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference and deemed to be a part hereof:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001 filed January 31, 2002, as amended by Form 10-K/A filed
February 20, 2002 (Commission File No. 0000-24020);
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002 filed April 29, 2002 (Commission File No.
000-24020);
3. The description of the Registrant's common stock, $.01
par value (the "Common Stock"), which is contained in the Registrant's current
report on Form 8-K/A filed May 13, 1998, pursuant to Section 13 of the 1934 Act
(Commission File No. 000-24020), including any amendment or report filed for the
purpose of updating such description; and
4. The description of the Registrant's Series A Preferred
Stock purchase rights, which is contained in the Registrant's registration
statement on Form 8-A filed October 23, 2001 (Commission File No. 000-24020),
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference herein and filed prior to the filing hereof
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein modifies or supersedes
such statement, and any statement contained herein or in any other document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any other subsequently filed document which also is incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 8. Exhibits.
See Index to Exhibits on page 6, which is incorporated by
reference herein.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, State of Kentucky, on the 7th day of May,
2002.
SYPRIS SOLUTIONS, INC.
By:/S/ JEFFREY T. GILL
Jeffrey T. Gill
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey T. Gill, David D. Johnson and
Anthony C. Allen, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments and
post-effective amendments to this Registration Statement, and to file the same
with all exhibits thereto, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/S/ JEFFREY T. GILL President, Chief Executive May 7, 2002
Jeffrey T. Gill Officer and Director
/S/ DAVID D. JOHNSON Vice President, Treasurer May 7, 2002
David D. Johnson and Chief Financial Officer
(Principal Financial Officer)
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/S/ ANTHONY C. ALLEN Vice President, Controller May 7, 2002
Anthony C. Allen and Assistant Secretary
(Principal Accounting Officer)
/S/ ROBERT E. GILL Chairman of the Board May 7, 2002
Robert E. Gill and Director
/S/ R. SCOTT GILL Director May 7, 2002
R. Scott Gill
/S/ HENRY F. FRIGON Director May 7, 2002
Henry F. Frigon
/S/ WILLIAM L. HEALEY Director May 7, 2002
William L. Healey
___________________________ Director
Roger W. Johnson
/S/ SIDNEY R. PETERSEN Director May 7, 2002
Sidney R. Petersen
/S/ ROBERT SROKA Director May 7, 2002
Robert Sroka
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit Page
4.1 Certificate of Incorporation of the Registrant, 7
as amended.
4.2 Bylaws of the Registrant, as amended. 28
4.3 Specimen common stock certificate (incorporated
by reference to Exhibit 4.1 to the Registrant's
Form 10-K for the fiscal year ended December
31, 1998 filed on March 5, 1999 (Commission
File No. 000-24020)).
4.4 Rights Agreement dated as of October 23, 2001
between the Registrant and LaSalle Bank National
Association, as Rights Agent, including as
Exhibit A the Form of Certificate of Designation
and as Exhibit B the Form of Right Certificate
(incorporated by reference to Exhibit 4.1 to
the Registrant's Form 8-K filed on October 23,
2001 (Commission File No. 000-24020)).
4.5 Sypris Solutions, Inc. 1994 Stock Option 37
Plan for Key Employees Adopted on October
27, 1994, as Amended and Restated Effective
February 26, 2002 (subject to stockholder
approval).
5 Opinion of Wyatt, Tarrant & Combs, LLP. 46
23(a) Consent of Wyatt, Tarrant & Combs, LLP (contained in
Exhibit 5).
23(b) Consent of Ernst & Young LLP. 48
24 Power of Attorney (precedes signatures).