UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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):   March 23, 2010

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Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (502) 329-2000

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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))

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.

INDEX TO EXHIBITS

Exhibit 99

Sypris Reports Fourth Quarter Results

Gross Margins Continue to Expand

LOUISVILLE, Ky.--(BUSINESS WIRE)--March 23, 2010--Sypris Solutions, Inc. (Nasdaq/NM: SYPR) today reported financial results for its fourth quarter ended December 31, 2009. The results of the Company’s Test & Measurement segment, which was divested on October 26, 2009, have been excluded from both current and historical results from continuing operations and reclassified as discontinued operations.

HIGHLIGHTS

• Gross margin increased to 8.8% of revenue, up from -1.6% in the fourth quarter of last year and up from 8.3% sequentially for the third quarter of 2009, reflecting the positive impact of restructuring initiatives.
• Aerospace & Defense gross margin increased to 20.4% of revenue, up from 1.0% for the prior year quarter and up from 20.0% for the third quarter of 2009.
• The Company reported net income from continuing operations of $14.8 million, or $0.73 per diluted share.
• $60 million was raised through the sale of Sypris Test & Measurement and the liquidation of marketable securities. A $31 million pre-tax gain was recognized from these two events in the fourth quarter, some of which was attributed to discontinued operations.
• Net debt at quarter-end was $4.6 million, or 6.5% of total capital.
• Interest expense is expected to be reduced by $4 to $5 million annually.

The Company reported revenue from continuing operations of $66.1 million for the fourth quarter compared to $80.7 million for the prior year period. The Company reported income from continuing operations of $14.8 million, or $0.73 per diluted share, for the fourth quarter compared to a loss of $121.9 million, or $6.63 per share, for the prior year period. Income for the quarter included $2.5 million, or $0.13 per diluted share, of charges associated with the Company’s previously announced restructuring program. Additionally, income from the quarter included a gain of $18.3 million, or $0.98 per diluted share, from the sale of marketable securities. Including the results of discontinued operations, the Company’s net income for the fourth quarter was $22.6 million, or $1.15 per diluted share, as compared to a net loss of $122.3 million, or $6.65 per share for the prior year period.

For the full year ended December 31, 2009, the Company reported revenue from continuing operations of $265.9 million compared to $356.1 million for the prior year and a loss from continuing operations of $5.3 million, or $0.29 per diluted share, compared to a loss of $130.4 million, or $7.10 per share, for the same period in 2008. The loss for the period included $7.7 million, or $0.42 per share, of charges associated with the restructuring program. The loss from the period also included a gain of $18.3 million, or $0.99 per diluted share, from the sale of marketable securities. Including the results of discontinued operations, the Company’s net income for the year ended December 31, 2009 was $2.7 million, or $0.14 per diluted share, as compared to a net loss of $130.6 million, or $7.11 per share, for the prior year.

“The operational performance of the Company continued to register significant improvement, while plans to increase liquidity and position the business for growth were successfully completed with the sale of our Test & Measurement segment and the liquidation of marketable securities during the fourth quarter,” said Jeffrey T. Gill, president and chief executive officer. “With net debt at 6.5% of total capital at year end, the Company’s balance sheet is healthy and available to support profitable growth.”

“Our Industrial Group showed important signs of stabilizing during the quarter, with revenue and gross profit increasing on a sequential basis from the third quarter of 2009. And perhaps even more importantly, EBITDAR during the fourth quarter was positive for the second consecutive quarter, reflecting the increasingly positive impact of the restructuring activities that were completed earlier this year.”

“Much work remains in order for the Company to achieve lasting success, but each of our business segments continued to make real progress. Revenue for our Electronics Group fell during the quarter when compared to the prior year period, reflecting the decline of older programs, but was consistent with the third quarter of 2009. Gross profit increased by $4.9 million on a comparable period basis, reflecting an improved mix and lower operating costs in this important segment, which we believe to have an exciting future.”

The Electronics Group

Revenue for our Electronics Group was $25.7 million in the fourth quarter compared to $33.4 million in the prior year period, primarily as a result of a reduction in sales of certain older programs, but was comparable on a sequential basis to the third quarter of 2009. Gross profit for the quarter increased $4.9 million to $5.2 million compared to $0.3 million for the same period in 2008, while gross margins expanded to 20.4% from 1.0% for the prior year period on improved mix and lower operating costs.

The Industrial Group

Revenue for our Industrial Group was $40.4 million in the fourth quarter compared to $47.3 million for the prior year period as a result of the forecasted decline in the commercial vehicle and trailer markets, but increased 8.8% on a sequential basis from the third quarter of 2009. Gross profit for the quarter was $0.6 million compared to a loss of $1.6 million for the same period in 2008, primarily as a result of restructuring savings and aggressive cost containment activities.

Outlook

Mr. Gill added, “The outlook for our Electronics Group remains positive, with this segment of our business expected to benefit from further gross margin expansion during 2010 as a result of new program launches, process improvements, increased productivity and lower costs driven by LEAN and Six Sigma quality programs.”

“We expect to see continued incremental improvement in the performance of our Industrial Group going forward, though it will be subject to a recovery of the commercial vehicle market. However, this business is expected to continue to generate positive EBITDAR even at the current record low volumes due to the continuing positive impact of those restructuring activities that were completed during 2009.”

“The fourth quarter results reflect the added benefit of the income and proceeds generated from the sale of the Test & Measurement segment and the liquidation of marketable securities. The Company is well-positioned to address the challenges of 2010 and our team is focused on delivering further improvements in the Company’s operational and financial results during the year.”

Sypris Solutions is a diversified provider of technology-based outsourced services and specialty products. The Company performs a wide range of manufacturing and technical services, typically under multi-year, sole-source contracts with major corporations and government agencies in the markets for aerospace and defense electronics and truck components and assemblies. For more information about Sypris Solutions, visit its Web site at www.sypris.com.

Each “forward-looking statement” herein is subject to serious risks and should not be relied upon, as detailed in our most recent Form 10-K and Form 10-Q and subsequent SEC filings. Briefly, we currently believe that such risks also include: the effects of a continuing economic downturn which could reduce our revenues, negatively impact our customers or suppliers and materially, adversely affect our financial results; potential impairments, non-recoverability or write-offs of goodwill, assets or deferred costs, including deferred tax assets in the U.S. or Mexico; breakdowns, relocations or major repairs of machinery and equipment; our inability to successfully launch new or next generation programs; the cost, efficiency and yield of our operations and capital investments, including working capital, production schedules, cycle times, scrap rates, injuries, wages, overtime costs, freight or expediting costs; cost and availability of raw materials such as steel, component parts, natural gas or utilities; volatility of our customers’ forecasts, financial conditions, market shares, product requirements or scheduling demands; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; failure to adequately insure or to identify environmental or other insurable risks; inventory valuation risks including obsolescence, shrinkage, theft, overstocking or underbilling; changes in government or other customer programs; reliance on major customers or suppliers, especially in the automotive or aerospace and defense electronics sectors; revised contract prices or estimates of major contract costs; dependence on, recruitment or retention of key employees; union negotiations; pension valuation, health care or other benefit costs; labor relations; strikes; risks of foreign operations; currency exchange rates; the costs and supply of debt, equity capital, or insurance; fees, costs or other dilutive effects of refinancing, compliance with covenants in, or acceleration of, our loan and other debt agreements; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; weaknesses in internal controls; the costs of compliance with our auditing, regulatory or contractual obligations; regulatory actions or sanctions; disputes or litigation, involving customer, supplier, lessor, landlord, creditor, stockholder, product liability or environmental claims; war, terrorism or political uncertainty; unanticipated or uninsured disasters, losses or business risks; inaccurate data about markets, customers or business conditions; or unknown risks and uncertainties.

Non-GAAP Measures

In addition to the results reported in accordance with accounting principles generally accepted in the United States ("GAAP") included throughout this press release, the company has provided information regarding EBITDAR and net debt to total capital which are non-GAAP financial measures.

EBITDAR is defined as earnings before interest, taxes, depreciation and amortization, gain (impairment) of marketable securities, impairment of goodwill and restructuring expenses. Net debt is defined as the sum of short-term and long-term debt less cash and cash equivalents and restricted cash.

Management believes EBITDAR is a meaningful measure of performance as it is commonly utilized by management, investors and financial institutions to analyze operating performance and entity valuation. Net debt to total capital ratio is used by management to analyze the Company's financial structure and its reliance on debt financing for funding its operational requirements. Further, management uses these non-GAAP measures in planning and forecasting for future periods.

These non-GAAP measures should not be considered a substitute for our reported results prepared in accordance with GAAP. EBITDAR should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity.

CONTACT:
Sypris Solutions, Inc.
Brian A. Lutes, 502-329-2000
Chief Financial Officer