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As filed with the Securities and Exchange Commission on May 6, 1999
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Registration No. 333-
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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.)
455 South Fourth Street
Louisville, Kentucky 40202
(Address, including zip code, of Registrant's principal executive offices)
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SYPRIS SOLUTIONS, INC. INDEPENDENT DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
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JEFFREY T. GILL
President and Chief Executive Officer
Sypris Solutions, Inc.
455 South Fourth Street
Louisville, Kentucky 40202
(502) 585-5544
(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
2800 Citizens Plaza
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<F1> Per Share(<F2> Price<F2> Fee
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Common Stock
$.01 par value 250,000 $8.0625 $2,015,625.00 $560.35
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<F1> Includes additional shares to prevent dilution resulting from stock splits, stock dividends or similar transactions.
<F2> 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 April 30, 1999.
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The contents of the Registrant's Form S-8 Registration Statements Nos.
33-94544, 333-07195, and 333-52593, as filed with the Commission on July 13,
1995, June 28, 1996, and May 13, 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 8. EXHIBITS.
See Index to Exhibits on page 6.
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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 29th day of
April, 1999.
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 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 indicated and on the dates indicated.
Signatures Title Date
/S/ JEFFREY T. GILL President, Chief Executive April 29, 1999
Jeffrey T. Gill Officer and Director
/S/ DAVID D. JOHNSON Vice President, Treasurer April 29, 1999
David D. Johnson and Chief Financial Officer
(Principal Financial Officer)
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/S/ ANTHONY C. ALLEN Vice President, Controller April 29, 1999
Anthony C. Allen and Assistant Secretary
(Principal Accounting Officer)
/S/ ROBERT E. GILL Chairman of the Board April 29, 1999
Robert E. Gill and Director
/S/ R. SCOTT GILL Director April 29, 1999
R. Scott Gill
/S/ HENRY F. FRIGON Director April 29, 1999
Henry F. Frigon
/S/ WILLIAM L. HEALEY Director April 29, 1999
William L. Healey
/S/ ROGER W. JOHNSON Director April 26, 1999
Roger W. Johnson
/S/ SIDNEY R. PETERSEN Director April 29, 1999
Sidney R. Petersen
/S/ ROBERT SROKA Director April 29, 1999
Robert Sroka
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit Page
4 Sypris Solutions, Inc. Independent Directors' Stock 7
Option Plan Adopted on October 27, 1994, as Amended
and Restated Effective February 23, 1999.
5 Opinion of Wyatt, Tarrant & Combs. 13
23(a) Consent of Wyatt, Tarrant & Combs (contained in
Exhibit 5).
23(b) Consent of Ernst & Young LLP. 15
24 Power of Attorney (precedes signatures).
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