1
As filed with the Securities and Exchange Commission on September 2,
1998
Registration No. 333-
=============================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------
SYPRIS SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
-------------------
Delaware 61-1321992
- ------------------------- -----------------------------------
(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)
-------------------
SYPRIS SOLUTIONS, INC. 1994 STOCK OPTION PLAN FOR KEY EMPLOYEES
(Full title of the plan)
-------------------
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)
-------------------
Copies to:
ROBERT A. HEATH, ESQ.
Wyatt, Tarrant & Combs
2800 Citizens Plaza
Louisville, Kentucky 40202
(502) 589-5235
CALCULATION OF REGISTRATION FEE
=============================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- ---------------------------------------------------------------------------------------------
Common Stock
$.01 par value 1,250,000 $8.00 $10,000,000 $2,950.00
===============================================================================================
FN
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 August 26, 1998.
===============================================================================================
2
The contents of the Registrant's Form S-8 Registration Statements
Nos. 33-94546, 333-07199, and 333-52589 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.
2
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See Index to Exhibits on page 6.
3
4
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 25th day of August, 1998.
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 August 25, 1998
Jeffrey T. Gill Officer and Director
/S/ DAVID D. JOHNSON Vice President, Treasurer August 25, 1998
David D. Johnson and Chief Financial Officer
(Principal Financial Officer)
/S/ ANTHONY C. ALLEN Vice President, Controller August 25, 1998
Anthony C. Allen and Assistant Secretary
(Principal Accounting Officer)
4
5
/S/ ROBERT E. GILL Chairman of the Board August 25, 1998
Robert E. Gill and Director
/S/ R. SCOTT GILL Director August 25, 1998
R. Scott Gill
/S/ HENRY F. FRIGON Director August 25, 1998
Henry F. Frigon
/S/ WILLIAM L. HEALEY Director August 25, 1998
William L. Healey
/S/ ROGER W. JOHNSON Director August 25, 1998
Roger W. Johnson
/S/ SIDNEY R. PETERSEN Director August 25, 1998
Sidney R. Petersen
/S/ ROBERT SROKA Director August 25, 1998
Robert Sroka
6
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE
4 Sypris Solutions, Inc. 1994 Stock Option Plan for Key
Employees Adopted on October 27, 1994, as Amended
and Restated Effective July 1, 1998. 7
5 Opinion of Wyatt, Tarrant & Combs. 16
23(a) Consent of Wyatt, Tarrant & Combs (contained in Exhibit 5).
23(b) Consent of Ernst & Young LLP. 18
24 Power of Attorney (precedes signatures).
7
Exhibit 4
SYPRIS SOLUTIONS, INC.
1994 STOCK OPTION PLAN FOR KEY EMPLOYEES
ADOPTED ON OCTOBER 27,1994
AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1998
PREAMBLE
The Sypris Solutions, Inc. Stock Option Plan for Key Employees is a
restatement of the Group Technologies Corporation 1994 Stock Option Plan for
Key Employees adopted by Group Technologies Corporation effective October 27,
1994. Group Technologies Corporation was merged into Sypris Solutions, Inc.
effective March 30, 1998, with Sypris Solutions, Inc. being the surviving
corporation. Pursuant to the provisions of the plan, Group Technologies
Corporation common stock subject to the plan and outstanding options under the
plan are automatically by virtue of the merger converted into and replaced by
Sypris Solutions, Inc. common stock. The plan was amended and restated,
effective March 1, 1998, to reflect the changes caused by the merger. The Plan
is further amended, effective July 1, 1998, as set forth herein, to provide for
the granting of performance-based options under the Plan.
1. PURPOSE. The purpose of the Sypris Solutions, Inc. 1994 Stock
Option Plan for Key Employees is to promote the interests of the Company by
affording an incentive to certain key employees to remain in the employ of the
Company and its Subsidiaries and to use their best efforts in its behalf and to
aid the Company and its Subsidiaries in attracting, maintaining, and developing
capable personnel of a caliber required to ensure the continued success of the
Company and its Subsidiaries by means of an offer to such persons of an
opportunity to acquire or increase their proprietary interest in the Company
through the granting of incentive stock options, nonstatutory stock options or
performance-based options to purchase the Company's stock pursuant to the terms
of the Plan.
2. DEFINITIONS.
A. "BOARD" means the Company's Board of Directors.
B. "CODE" means the Internal Revenue Code of 1986, as amended.
C. "COMMITTEE" means the Compensation Committee of the Board that
administers the Plan, pursuant to Section 4.
D. "COMMON STOCK" means the Company's common stock, $.01 par value, or
the common stock or securities of a Successor that have been substituted
theretofore pursuant to Section 9.
E. "COMPANY" means Sypris Solutions, Inc., a Delaware corporation, with
its principal place of business at 455 South Fourth Street, Suite 350,
Louisville, Kentucky 40202.
8
F. "DISABILITY" means, as defined by and to be construed in accordance
with Code Section 22(e)(3), any medically determinable physical or mental
impairment that can be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than twelve (12) months,
and that renders Optionee unable to engage in any substantial gainful activity.
An Optionee shall not be considered to have a Disability unless Optionee
furnishes proof of the existence thereof in such form and manner, and at such
time, as the Committee may require.
G. "ISO" means an option to purchase Common Stock which at the time the
option is granted under the Plan qualifies as an incentive stock option within
the meaning of Code Section 422.
H. "NSO" means a nonstatutory stock option to purchase Common Stock
which at the time the option is granted under the Plan does not qualify as an
ISO.
I. "OPTION PRICE" means the price to be paid for Common Stock upon the
exercise of an option granted under the Plan in accordance with Section 7.B.
J. "OPTIONEE" means an employee to whom options have been granted under
the Plan.
K. "OPTIONEE REPRESENTATIVE" means the Optionee's estate or the person
or persons entitled thereto by will or by applicable laws of descent and
distribution.
L. "PERFORMANCE-BASED OPTION" means an option granted pursuant to the
provisions of Section 7.O.
M. "PLAN" means the Sypris Solutions, Inc. 1994 Stock Option Plan for
Key Employees, as set forth herein, and as amended from time to time.
N. "SUBSIDIARY" shall mean any corporation which at the time an option
is granted under the Plan qualifies as a subsidiary of the Company under the
definition of "subsidiary corporation" contained in Code Section 424(f), or any
similar provision thereafter enacted.
O. "SUCCESSOR" means the entity surviving a merger or consolidation with
the Company, or the entity that acquires all or a substantial portion of the
Company's assets or outstanding capital stock (whether by merger, purchase or
otherwise).
P. "TARGET SHARE PRICE" means the price per share of Common Stock set by
the Board in the option agreement that establishes the point at which a
Performance-Based Option vests in accordance with Section 7.O.
Q. "TEN PERCENT SHAREHOLDER" means an employee who, at the time an
option is granted, owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or
Subsidiary employing the Optionee or of its parent (within the meaning of Code
Section 424(e)) or subsidiary (within the meaning of Code Section 424(f))
corporation.
3. SHARES SUBJECT TO PLAN.
A. AUTHORIZED UNISSUED OR TREASURY SHARES. Subject to the
provisions of Section 9,
2
9
the shares to be delivered upon exercise of options granted under the Plan
shall be made available, at the discretion of the Board, from the authorized
unissued shares or treasury shares of Common Stock.
B. AGGREGATE NUMBER OF SHARES. Subject to adjustments and
substitutions made pursuant to the provisions of Section 9, the aggregate
number of shares that may be issued upon exercise of all options that may be
granted under the Plan effective March 30, 1998 shall not exceed one million
two hundred fifty thousand (1,250,000) of the Company's authorized shares of
Common Stock. Effective as of the date of approval by shareholders of the
Company holding not less than a majority of the votes represented and entitled
to be voted at a duly held meeting of the Company's shareholders, the aggregate
number of shares shall be increased to two million five hundred thousand
(2,500,000) of the Company's authorized shares of Common Stock.
C. SHARES SUBJECT TO EXPIRED OPTIONS. If any option granted under
the Plan expires or terminates for any reason without having been exercised in
full in accordance with the terms of the Plan, the shares of Common Stock
subject to, but not delivered under, the option shall become available for any
lawful corporate purpose, including for transfer pursuant to other options
granted to the same employee or other employees without decreasing the
aggregate number of shares of Common Stock that may be granted under the Plan.
4. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board. The Compensation Committee shall have full power and
authority to construe, interpret, and administer the Plan and to adopt such
rules and regulations for carrying out the Plan as it may deem proper and in
the best interests of the Company.
5. GRANT OF OPTIONS.
A. BOARD AUTHORITY. Subject to the terms, provisions and
conditions of the Plan, the Board shall have full and final authority in its
discretion: (i) to select the employees to whom options shall be granted; (ii)
to authorize the granting of ISOs, NSOs, Performance-Based Options, or a
combination of ISOs, NSOs and Performance-Based Options; (iii) to determine the
number of shares of Common Stock subject to each option; (iv) to determine the
time or times when options shall be granted, the manner in which each option
shall be exercisable, and the duration of the exercise period; (v) to fix such
other provisions of the option agreement as it may deem necessary or desirable
consistent with the terms of the Plan; and (vi) to determine all other
questions relating to the administration of the Plan. The interpretation of
any provisions of the Plan by either the Board or the Compensation Committee
shall be final, conclusive, and binding upon all persons and the officers of
the Company shall place into effect and shall cause the Company to perform its
obligations under the Plan in accordance with the determinations of the Board
or the Compensation Committee in administering the Plan.
B. $100,000 ISO LIMITATION. Notwithstanding the foregoing, the
aggregate fair market value (determined as of the date the option is granted)
of the Common Stock for which ISOs shall first become exercisable by an
Optionee in any calendar year under all ISO plans of the Company and its
Subsidiaries shall not exceed $100,000. Options in excess of this limitation
shall constitute NSOs.
6. ELIGIBILITY. Key employees of the Company and its subsidiaries
including officers and directors, shall be eligible to receive options under
the Plan. No director of the Company who is not also an employee of the
Company or a Subsidiary shall be entitled to receive an option under the Plan.
Key employees to whom options may be granted under the Plan shall be those
elected by the Board from time to time who, in the sole discretion of the
Board, have contributed in the past or who may be expected to
3
10
contribute materially in the future to the successful performance of the
Company and its Subsidiaries.
7. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan
shall be evidenced by an option agreement signed by the Optionee and by a
member of the Board on behalf of the Company. An option agreement shall
constitute a binding contract between the Company and the Optionee, and every
Optionee, upon acceptance of such option agreement, shall be bound by the terms
and restrictions of the Plan and of the option agreement. Such agreement shall
be subject to the following express terms and conditions and to such other
terms and conditions that are not inconsistent with the Plan and that the Board
may deem appropriate.
A. OPTION PERIOD. Each option agreement shall specify the period
for which the option thereunder is granted and shall provide that the option
shall expire at the end of such period. The Board may extend such period
provided that, in the case of an ISO, such extension shall not in any way
disqualify the option as an ISO without the Optionee's consent. Except in the
case of a Performance-Based Option, such period, including any such extensions,
shall not exceed ten (10) years from the date of grant, provided, however, that
in the case of an ISO granted to a Ten Percent Stockholder, such period,
including extensions, shall not exceed five (5) years from the date of grant.
The option period in the case of a Performance-Based Option shall be as
provided in Section 7.O[4] and [5].
B. OPTION PRICE.
[1] ISOS AND NSOS. The Option Price for ISOs and NSOs shall
be: (i) the fair market value of the Common Stock on the date the
option is granted, or (ii) in the case of an ISO granted to a Ten
Percent Shareholder, one hundred ten percent (110%) of the fair
market value of the Common Stock on the date the option is granted
and shall be subject to adjustments in accordance with the
provisions of Section 9.
[2] PERFORMANCE-BASED OPTIONS. The Option Price for a
Performance-Based Option shall be the greater of: (i) the fair
market value of the Common Stock on the date the option is granted
as provided in Section 7.B[1]; or (ii) the Target Share Price; or
(iii) the fair market value of the Common Stock on the date the
Target Share Price is deemed to have been achieved, as determined in
accordance with Section 7.C and 7.O[3].
C. FAIR MARKET VALUE. The fair market value of Common Stock on
any given measurement date shall be determined as follows:
[1] if the Common Stock is traded on the over-the-counter
market, the closing sale price for the Common Stock in the
over-the-counter market on the measurement date (or if there was no
sale of the Common Stock on such date, on the immediately preceding
date on which there was a sale of the Common Stock), as reported by
the National Association of Securities Dealers Automated Quotation
System; or
[2] if the Common Stock is listed on a national securities
exchange, the closing sale price for the Common Stock on the
Composite Tape on the measurement date; or
[3] if the Common Stock is neither traded on the
over-the-counter market nor listed on a national securities
exchange, such value as the Board, in good faith, shall determine.
4
11
D. PAYMENT OF OPTION PRICE. Each option shall provide that the
purchase price of the shares as to which an option shall be exercised shall be
paid to the Company at the time of exercise either in cash or in such other
consideration as the Board deems acceptable, and which other consideration in
the Board's sole discretion may include: (i) Common Stock of the Company
already owned by the Optionee having a total fair market value on the date of
exercise, determined in accordance with Section 7.C., equal to the purchase
price, (ii) Common Stock of the Company issuable upon the exercise of a Plan
option and withheld by the Company having a total fair market value on the date
of exercise, determined in accordance with Section 7.C., equal to the purchase
price, or (iii) a combination of cash and Common Stock of the Company (either
shares already owned by the Optionee or shares being withheld upon the exercise
of a Plan option) having a total fair market value on the date of exercise,
determined in accordance with Section 7.C, equal to the amount of the purchase
price not paid in cash.
E. MANNER OF EXERCISE. Subject to the terms and conditions of any
applicable option agreement, any option granted under the Plan may be exercised
in whole or in part. To initiate the process for the exercise of an option:
(i) the Optionee shall deliver to the Company, or to a broker-dealer in the
Common Stock with the original copy to the Company a written notice specifying
the number of shares as to which the option is being exercised and, if
determined by counsel for the Company to be necessary, representing that such
shares are being acquired for investment purposes only and not for the purpose
of resale or distribution; and (ii) the Optionee, or the broker-dealer, shall
pay for the exercise price of such shares with cash, or if the Board in its
discretion agrees to so accept, by delivery to the Company of Common Stock of
the Company (either shares already owned by the Optionee or shares being
withheld upon the exercise of a Plan option), or in some combination of cash
and such Common Stock acceptable to the Board. If payment of the Option Price
is made with Common Stock, the value of the Common Stock used for such payment
shall be the fair market value of the Common Stock on the date of exercise,
determined in accordance with Section 7.C. The date of exercise of a stock
option shall be determined under procedures established by the Board, but in no
event shall the date of exercise precede the date on which both the written
notice of intent to exercise an option and full payment of the exercise price
for the shares as to which the option is being exercised have been received by
the Company. Promptly after receiving full payment for the shares as to which
the option is being exercised and, provided that all conditions precedent
contained in the Plan are satisfied, the Company shall, without transfer or
issuance tax or other incidental expenses to Optionee, deliver to Optionee a
certificate for such shares of the Common Stock. If an Optionee fails to
accept delivery of the Common Stock, the Optionee's rights to exercise the
applicable portion of the option shall terminate.
F. EXERCISES CAUSING LOSS OF COMPENSATION DEDUCTION. No part of
an option may be exercised to the extent the exercise would cause the Optionee
to have compensation from the Company and its affiliated companies for any year
in excess of $1 million and which is nondeductible by the Company and its
affiliated companies pursuant to Code Section 162(m). Any option not
exercisable because of this limitation shall continue to be exercisable in any
subsequent year in which the exercise would not cause the loss of the Company's
or its affiliated companies compensation tax deduction, provided such exercise
occurs before lapse of the option, and otherwise complies with the terms and
conditions of the Plan and option agreement.
G. INVESTMENT REPRESENTATION. Each option agreement may provide
that, upon demand by the Board for such a representation, the Optionee or
Optionee Representative shall deliver to the Board at the time of any exercise
of an option or portion thereof a written representation that the shares to be
acquired upon such exercise are to be acquired for investment and not for
resale or with a view to the distribution thereof. Upon such demand, delivery
of such representation before delivery of Common Stock issued upon exercise of
an option and before expiration of the option period shall be a condition
precedent
5
12
to the right of the Optionee or Optionee Representative to purchase Common
Stock.
H. ISOS. Each option agreement which provides for the grant of an
ISO to an employee, including a Performance-Based Option that is intended to be
an ISO, shall contain such terms and provisions as the Board deems necessary or
desirable to qualify such option as an ISO within the meaning of Code Section
422.
I. EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF EMPLOYMENT.
Unless the Board, in its sole discretion, provides otherwise in the option
agreement, with these conditions shall apply to the ability of an Optionee to
exercise his or her options:
[1] If an Optionee dies; (i) while an employee of the Company
or a Subsidiary, or (ii) within three (3) months after termination
of employment with the Company or a Subsidiary because of a
Disability, the Optionee's options may be exercised by Optionee
Representative, to the extent that the Optionee shall have been
entitled to do so on the date of death or employment termination,
but not later than the expiration date specified in Section 7.A or
one (1) year after the Optionee's death, whichever date is earlier.
[2] If an Optionee's employment by the Company or a Subsidiary
terminates because of the Optionee's Disability and the Optionee has
not died within the following three (3) months, the Optionee may
exercise his or her options, to the extent that he or she shall have
been entitled to do so at the date of employment termination, at any
time, or from time to time, but not later than the expiration date
specified in Section 7.A or one (1) year after termination of
employment, whichever date is earlier.
[3] If an Optionee's employment terminates by reason of
retirement in accordance with the terms of the Company's
tax-qualified retirement plans or with the consent of the Board,
all right to exercise his or her options shall terminate at the
expiration date specified in Section 7.A or three (3) months after
employment termination, whichever date is earlier.
[4] If an Optionee's employment terminates for any reason other
than death, Disability, or retirement, all rights to exercise his or
her options shall terminate on the date of employment termination.
J. LEAVES OF ABSENCE. The Board may, in its discretion, treat all
or any portion of any period during which an Optionee is on military or on an
approved leave of absence from the Company or a Subsidiary as a period of
employment of such Optionee by the Company or Subsidiary for purposes of
accrual of the Optionee's rights under the Plan. Notwithstanding the
foregoing, if a leave of absence exceeds ninety (90) days and reemployment is
not guaranteed by contract or statute, the Optionee's employment by the Company
or a Subsidiary for the purposes of the Plan shall be deemed to have terminated
on the 91st day of the leave.
K. TRANSFERABILITY OF OPTIONS. An option granted under the Plan
may not be transferred by the Optionee otherwise than by will or the laws of
descent and distribution, and during the lifetime of the Optionee to whom
granted, may be exercised only by the Optionee.
L. NO RIGHTS AS SHAREHOLDER. No Optionee or Optionee
Representative shall have any rights as a shareholder with respect to Common
Stock subject to option before the date of transfer to the
6
13
Optionee of a certificate or certificates for the shares.
M. NO RIGHTS TO CONTINUED EMPLOYMENT. The Plan and any option
granted under the Plan shall not confer upon any Optionee any right with
respect to continuance of employment by the Company or any Subsidiary, nor
shall it interfere in any way with the right of the Company or any Subsidiary
by which an Optionee is employed to terminate employment at any time.
N. TAX WITHHOLDING. To the extent required by applicable law, the
Optionee shall, on the date of exercise, make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise by
reason of an option exercise or any sale of shares. The Board, in its sole
discretion, may permit these obligations to be satisfied in whole or in part
with: (i) cash paid by the Optionee or by a broker-dealer on behalf of the
Optionee, (ii) shares of Common Stock that otherwise would be issued to the
Optionee upon exercise of the option, and/or (iii) shares of Common Stock
already owned by the Optionee. The Company shall not be required to issue
shares for the exercise of an option until such tax obligations are satisfied
and the Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the Optionee.
O. PERFORMANCE-BASED OPTIONS. The Board may grant Performance-
Based Options under the Plan subject to the following terms and conditions and
such other terms and conditions provided by the Board in the option agreement
that are not inconsistent with the Plan:
[1] ISOS AND NSOS. The option agreement shall state whether
the Performance-Based Options are intended to be NSOs or ISOs.
[2] VESTING. Performance-Based Options shall vest in equal
twenty percent (20%) annual installments over a five (5) year
period, beginning with vesting of the first 20% installment on the
second anniversary of the date the Target Share Price has been
achieved, with full vesting of the option occuring on the sixth
anniversary of the date the Target Share Price has been achieved.
[3] ACHIEVEMENT OF TARGET SHARE PRICE. The Target Share Price
shall be deemed to have been achieved on the first business day
following the calendar quarter in which the average daily fair
market value of the Common Stock, determined in accordance with
Section 7.C., equals or exceeds the Target Share Price for the
preceding calendar quarter. The Board will confirm the
achievement of the Target Share Price and the Option Price as soon
as administratively practicable after the Target Share Price has
been achieved.
[4] NSO OPTION PERIOD. Performance-Based Options issued as
NSOs shall expire and cease to be exercisable at the earliest of
the following times: (i) failure to achieve the Target Share Price
within such time period as designated by the Board in the option
agreement; or (ii) on the eighth anniversary of the date the Target
Share Price is achieved; or (iii) the date provided in Section 7.I;
or (iv) thirty (30) days after the Board makes a determination that
the optionee is no longer a "key employee"; or (v)] any earlier time
provided by the Board in the option agreement.
[5] ISO OPTION PERIOD. Performance-Based Options issued as
ISOs shall expire and cease to be exercisable at the earliest of the
following times: (i) failure to achieve the Target Share Price
within such time period as designated by the Board in the option
agreement; or (ii) the earlier of ten (10) years from the date of
grant of the option or the eighth anniversary of the date the Target
Share Price is achieved; or (iii) the date provided in Section 7.I;
or (iv) thirty (30) days after the Board makes a determination that
the optionee is no longer a "key employee"; or (v) any earlier time
7
14
provided by the Board in the option agreement.
8. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver Common Stock under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for Common Stock before: (i) the
listing of the Common Stock on any stock exchange or over-the-counter market on
which the Common Stock may then be listed and (ii) the completion of any
registration or qualification of any governmental body which the Company shall,
in its sole discretion, determine to be necessary or advisable. To the extent
the Company meets the then applicable requirements for the use thereof and to
the extent the Company may do so without undue cost or expense, and subject to
the determination by the Board of Directors of the Company that such action is
in the best interest of the Company, the Company intends to register the
issuance and sale of such Common Stock by the Company under federal and
applicable state securities laws using a Form S-8 registration statement under
the Securities Act of 1933, as amended, or such successor Form as shall then be
available.
9. CAPITAL ADJUSTMENTS AFFECTING STOCK, MERGERS AND CONSOLIDATIONS.
A. CAPITAL ADJUSTMENTS. In the event of a capital adjustment in
the Common Stock resulting from a stock dividend, stock split, reorganization,
merger, consolidation, or a combination or exchange of shares, the number of
shares of Common Stock subject to the Plan and the number of shares under
option shall be automatically adjusted to take into account such capital
adjustment. By virtue of such a capital adjustment, the price of any share
under option shall be adjusted so that there shall be no change in the
aggregate purchase price payable upon exercise of any such option.
B. MERGERS AND CONSOLIDATIONS. In the event the Company merges or
consolidates with another entity, or all or a substantial portion of the
Company's assets or outstanding capital stock are acquired (whether by merger,
purchase or otherwise) by a Successor, the kind of shares of Common Stock that
shall be subject to the Plan and to each outstanding option shall,
automatically by virtue of such merger, consolidation or acquisition, be
converted into and replaced by shares of common stock, or such other class of
securities having rights and preferences no less favorable than the Common
Stock, of the Successor, and the number of shares subject to the option and the
purchase price per share upon exercise of the option shall be correspondingly
adjusted, so that, by virtue of such merger, consolidation or acquisition, each
Optionee shall have the right to purchase (a) that number of shares of common
stock of the Successor that have a book value equal, as of the date of such
merger, conversion or acquisition, to the book value, as of the date of such
merger, conversion or acquisition, of the shares of Common Stock of the Company
theretofore subject to the Optionee's option, (b) for a purchase price per
share that, when multiplied by the number of shares of common stock of the
Successor subject to the option, shall equal the aggregate Option Price at
which the Optionee could have acquired all of the shares of Common Stock of the
Company theretofore optioned to the Optionee.
C. NO EFFECT ON THE COMPANY'S RIGHTS. The granting of an option
pursuant to the Plan shall not effect in any way the right and power of the
Company to make adjustments, reorganizations, reclassifications, or changes of
its capital or business structure or to merge, consolidate, dissolve,
liquidate, sell or transfer all or any part of its business or assets.
10. AMENDMENT, SUSPENSION, OR TERMINATION. The Board shall have the
right, at any time, to amend, suspend or terminate the Plan in any respect that
it may deem to be in the best interests of the Company, except that, without
approval by shareholders of the Company holding not less than a majority
8
15
of the votes represented and entitled to be voted at a duly held meeting of the
Company's shareholders, no amendment shall be made that would:
A. increase the maximum number of shares of Common Stock which may
be delivered under the Plan, except as provided in Section 9;
B. change the Option Price for an ISO, except as provided in
Section 9;
C. extend the period during which an ISO may be exercised beyond
the period provided in Section 7.A;
D. make any changes in any outstanding option, without the consent
of the Optionee, which would adversely affect the rights of the Optionee; or
E. extend the termination date of the Plan.
11. EFFECTIVE DATE, TERM AND APPROVAL. The effective date of the Plan
is October 27, 1994 (the date of Board adoption of the Plan). The Plan was
approved by stockholders of the Company holding not less than a majority of the
shares present and voting at its 1995 annual meeting on April 21, 1995. The
Plan shall terminate ten (10) years after the effective date of the Plan and no
options may be granted under the Plan after such time, but any option granted
prior thereto may be exercised in accordance with its terms.
12. GOVERNING LAW; SEVERABILITY. The Plan shall be governed by the laws
of the State of Delaware. The invalidity or unenforceability of any provision
of the Plan or any option granted pursuant to the Plan shall not affect the
validity and enforceability of the remaining provisions of the Plan and the
options granted hereunder, and such invalid or unenforceable provision shall be
stricken to the extent necessary to preserve the validity and enforceability of
the Plan and the options granted hereunder.
Dated this 25th day of August, 1998.
SYPRIS SOLUTIONS, INC.
By: /S/ JEFFREY T. GILL
Jeffrey T. Gill
President and Chief Executive Officer
16
EXHIBIT 5
[WYATT, TARRANT & COMBS LETTERHEAD]
502 562-7201 REPLY TO WRITER AT:
Citizens Plaza
Louisville, KY 40202-2898
FAX: 502-589-0309
September 2, 1998
Board of Directors
Sypris Solutions, Inc.
455 South Fourth Street
Louisville, Kentucky 40202
Ladies and Gentlemen:
We have acted as counsel to Sypris Solutions, Inc., a Delaware
corporation (the "Company"), in connection with the registration of
1,250,000 shares of the Company's common stock (the "Shares"), on the
Registration Statement on Form S-8 (the "Registration Statement") being
filed by the Company with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the "Act"), which may be issued
by the Company pursuant to the Sypris Solutions, Inc. 1994 Stock Option
Plan for Key Employees (the "Plan").
We have examined and are familiar with the Company, its
organization and proceedings related thereto. We have also examined such
other documents and procedures as we have considered necessary for the
purpose of this opinion.
We have assumed, for purposes of this opinion, that, to the
extent options are granted under the Plan, the Shares will be validly
authorized on the respective dates of exercise of any options under the
Plan, and that, on the dates of exercise, the options will have been duly
executed
17
Board of Directors
Sypris Solutions, inc.
September 2, 1998
Page 2
and delivered and will constitute the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms.
Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of the opinion that the Shares are duly
authorized and, when issued and sold in accordance with the Registration
Statement, the prospectus delivered to participants in the Plan pursuant to
the requirements of the Act, the pertinent provisions of any applicable
state securities laws and the Plan, will be duly and validly issued, fully
paid and nonassessable.
We are members of the Bar of the Commonwealth of Kentucky and,
accordingly, do not purport to be experts on or express any opinion herein
concerning any law other than the laws of the Commonwealth of Kentucky, the
Delaware General Corporation Law and the federal law of the United States.
Although we are not licensed to practice law in the State of Delaware, we
believe we are sufficiently familiar with the Delaware General Corporation
Law to render the opinions expressed herein.
Our opinion is directed to the Board of Directors of the Company
and may not be relied upon by any persons other than said directors,
recipients of the prospectus and participants in the Plan. We expressly
disclaim any responsibility for advising you of any change hereafter
occurring in circumstances touching or concerning the transaction which is
the subject of this opinion, including any changes in the law or in factual
matters occurring subsequent to the date of this opinion.
We hereby consent to the filing of this opinion, or copies
thereof, as an Exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/S/ WYATT, TARRANT & COMBS
18
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 for the registration of 1,250,000 shares of common stock of
Sypris Solutions, Inc., pertaining to the Sypris Solutions, Inc. 1994 Stock
Option Plan for Key Employees (Formerly Group Technologies Corporation 1994
Stock Option Plan for Key Employees), of (i) our report dated March 6, 1998
with respect to the consolidated financial statements of Group Technologies
Corporation included in the Annual Report (Form 10-K) for 1997 and (ii) our
report dated April 3, 1998 with respect to the consolidated financial
statements of Group Financial Partners, Inc. included in the Current Report
(Form 8-K) dated March 30, 1998, both filed with the Securities and
Exchange Commission.
/S/ Ernst & Young LLP
Louisville, Kentucky
August 26, 1998
