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): February 25, 2009
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
5 – Corporate Governance and Management
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Item
5.02(e)
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Departure
of Directors or Certain Executive Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory
Arrangements of Certain Officers.
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Effective as of February 25, 2009,
Sypris Solutions, Inc. (the “Company”) amended the terms of its Executive
Long-Term Incentive Program (“ELTIP”) for 2009 (the “2009 ELTIP”), under the
provisions of the 2004 Sypris Equity Plan. Effective as of March 2,
2009, the Company’s Compensation Committee also exercised its discretion under
the ELTIP to cancel 260,650 shares of previously awarded, performance-based
restricted stock, including the cancellation of 147,508, 36,089, and 36,089
shares previously awarded to Jeffrey T. Gill, John R. McGeeney and Richard L.
Davis, respectively.
The 2009 ELTIP terms were amended to
provide for additional grants of time-based restricted stock and the suspension
of performance-based grants as well as the grant of options to the Company's
President and Chief Executive Officer. Under the amended terms of the 2009
ELTIP, Mr. Gill, Mr. McGeeney, Mr. Davis and Brian A. Lutes, the Company's
recently appointed Chief Financial Officer, were awarded new equity grants with
a “fair value” of approximately $122,070, $61,500, $57,400 and $41,000,
respectively. Mr. Gill was awarded 300,000 stock options which will
vest on February 25, 2012 and become exercisable for two years at an exercise
price of $0.82 per share, the closing price of the Company’s common stock
on February 25, 2009. Mr. McGeeney, Mr. Davis and Mr. Lutes were
awarded 75,000, 70,000 and 50,000 shares of restricted stock, respectively,
vesting in various increments on the first, second and third anniversaries of
February 25, 2009.
Section
8 – Other Events
Item
8.01 Other
Events.
On February 25, 2009, the Board of
Directors voted to suspend the Company’s declaration of a dividend with respect
to the Company’s par value $.01 common stock.
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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Dated:
March 2, 2009
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Sypris
Solutions, Inc.
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By:
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/s/
John R. McGeeney
__________________________
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John
R. McGeeney
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General
Counsel and Secretary
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