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):   November 16, 2016

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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))

Section 2 – Financial Information

Item 2.02            Results of Operations and Financial Condition.

On November 16, 2016, Sypris Solutions, Inc. (the “Company”) announced its financial results for the third quarter ended October 2, 2016. The full text of the press release is set forth in Exhibit 99 hereto. The Company has also released certain supplemental financial information that can be accessed through the Company’s website at http://www.sypris.com.

The information in this Form 8-K and the attached Exhibit is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 7 – Regulation FD

Item 7.01            Regulation FD Disclosure.

On November 16, 2016, Sypris Solutions, Inc. (the “Company”) announced its financial results for the third quarter ended October 2, 2016. The full text of the press release is set forth in Exhibit 99 hereto.  The Company has also released certain supplemental financial information that can be accessed through the Company’s website at http://www.sypris.com.

The information in this Form 8-K and the attached Exhibit as well as the supplemental information referenced above is being furnished pursuant to Item 7.01 “Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01            Financial Statements and Exhibits.

(d)  Exhibits.

     Exhibit Number           Description of Exhibit
     99                                  Press release issued November 16, 2016.

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 Third Quarter Results

Includes Sale of Cyber Security Solutions Business for $42 Million

LOUISVILLE, Ky.--(BUSINESS WIRE)--November 16, 2016--Sypris Solutions, Inc. (Nasdaq/GM: SYPR) today reported financial results for its third quarter ended October 2, 2016.

HIGHLIGHTS

For the Third Quarter:

• Revenue for the Company was $21.4 million, reflecting a reduction in demand for commercial vehicles from Q3 of 2015, the rebalancing of inventory by certain customers and the impact of the sale of the Cyber Security Solutions business (“CSS”) of Sypris Electronics to Analog Devices, Inc. (“ADI”) for $42 million of cash during the quarter, as previously announced.
• Net income for the quarter was $21.0 million, or $1.02 per diluted share, reflecting the gain on the sale of the CSS business.
• Revenue from the CSS product lines was $1.8 million and $11.1 million for the three and nine-month periods ended October 2, 2016, respectively, compared to $6.8 million and $10.8 million for the prior year.
• The net proceeds of $39.3 million from the sale were used in part to retire all outstanding senior debt and support working capital needs with the balance being used primarily to reinvest in the Company going forward.
• Backlog for the retained Sypris Electronics business was $30.3 million as of the end of the third quarter of 2016 compared to $26.8 million for the second quarter of 2016 and $12.0 million as of the end of the third quarter of 2015.
• Backlog for our energy products business increased approximately 42% year over year and 38% sequentially.
• Sypris Electronics began its move to a new manufacturing facility during the third quarter, which is expected to significantly reduce its annual operating facility costs by approximately $2.0 million beginning in 2017.

Commenting on the CSS transaction, Jeffrey T. Gill, President and Chief Executive Officer of Sypris Solutions stated, “We are pleased to complete this transaction with Analog Devices. Analog is a global leader in its markets and as a result, will have the ability to accelerate the introduction of the new, ground-breaking cybersecurity technologies and capabilities that we have developed in recent years into a variety of automotive, industrial, aerospace, healthcare, IoT and safe cities applications.”

The transaction included the intellectual property and know-how for SiOMetrics^TM, Sypher^TM, the Sypris Cyber Range and the Data Systems product line. Approximately 67 people, or 33% of the headcount employed by Sypris Electronics, will be transferring to ADI, including people located in Tampa, Florida; Columbia, Maryland; West Lafayette, Indiana; and Copenhagen, Denmark.

Gill continued, “Going forward, Sypris Electronics will continue to be based in Tampa, Florida and will focus on building upon its core capabilities as a trusted manufacturer for customers such as Harris, Lockheed Martin, Northrop Grumman, Rockwell Collins, TE SubCom and now Analog Devices. The proceeds from the sale were used to repay the Company’s senior debt and will be available to reinvest in the business to support future growth initiatives.”

Third Quarter and Nine Month Results

The Company reported revenue of $21.4 million for the third quarter compared to $38.4 million for the prior year period. Additionally, the Company reported a net income of $21.0 million, or $1.02 per diluted share, as compared to a loss of $0.3 million, or $0.01 per share, for the prior year comparable period.

For the nine months ended October 2, 2016, the Company reported revenue of $71.8 million compared to $116.2 million for the first nine months of 2015. The Company reported net income for the nine months ended October 2, 2016 of $10.7 million, or $0.52 per diluted share, as compared to a net loss of $21.7 million or $1.10 per share in the prior year comparable period.

The results for the three and nine months ended October 2, 2016 include a gain of $31.2 million from the CSS sale and a gain of $2.4 million from a sale-leaseback transaction, which occurred during the first quarter of 2016. The results for the three and nine months ended October 4, 2015 include a gain of $7.7 million from the sale of the Company’s manufacturing facility in Morganton, North Carolina partially offset by a non-cash charge of $2.4 million to reserve the net deferred tax asset in Mexico.

“With the proceeds generated from the sale to ADI, we will be able to focus on our trusted manufacturing services platform going forward, which is poised for meaningful growth in the future,” said Jeffrey T. Gill, president and chief executive officer.

“Sypris Technologies continues to adjust manpower and overhead expenses to reflect the continued softness in the commercial vehicle market that started during the fourth quarter of 2015. We have worked diligently to control our costs while taking actions to rebuild and diversify our customer base,” Mr. Gill continued.

Sypris Technologies

Revenue for Sypris Technologies decreased 46.8% to $14.8 million in the third quarter of 2016 compared to $27.8 million for the prior year period, primarily as a result of softness in the commercial vehicle industry. Gross profit for the quarter was a loss of $0.4 million, compared to profit of $2.0 million for the same period in 2015.

Sypris Electronics

Revenue for Sypris Electronics was $6.6 million in the third quarter of 2016, reflecting the sale of the CSS business. However, sales from electronic manufacturing services increased $1.0 million from the prior year comparable period. Gross profit for the quarter was a loss of $0.4 million, compared to profit of $0.5 million for the prior year period, primarily reflecting lower volumes and an unfavorable mix in sales of products and services. Backlog for the remaining business as of the end of the third quarter of 2016 was $30.3 million as compared to $26.8 million as of the end the second quarter of 2016 and $12.0 million as of the end of the third quarter of 2015.

Revenue from the CSS product lines for the three and nine months ended October 2, 2016 was $1.8 million and $11.1 million, respectively. Revenue from the CSS product lines for the three and nine months ended October 4, 2015 was $6.8 million and $10.8 million, respectively.

Outlook

Mr. Gill added, “The completion of the sale of the CSS business to ADI during the third quarter was another important milestone for the Company. As we move forward into 2017, the proceeds from this transaction also enables us to complete the actions we started in 2015 to position the Company to return to profitability. The Company is working to adjust manpower and overhead expenses to align with projected levels of customer demand and market requirements, while optimizing our ability to bring in potential new business.”

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

Forward Looking Statements

This press release contains “forward-looking” statements within the meaning of the federal securities laws. Each forward-looking statement herein is subject to risks and uncertainties, as detailed in our most recent Form 10-K and Form 10-Q and other SEC filings. Briefly, we currently believe that such risks also include the following: our failure to return to profitability on a timely basis, which would cause us to use existing cash resources or other assets to fund operating losses; our failure to develop and implement specific plans (a) to offset the impact of reduced revenues as we migrate our focus from a small number of traditional tier 1 customers in the commercial vehicle markets, including Dana and Meritor, or to a more diversified base of customers who are able to place higher strategic value on our innovation, flexibility and lean manufacturing capabilities, and (b) to implement specific restructuring and cost-savings initiatives and to consolidate and streamline operations in accordance with our plans; breakdowns, relocations or major repairs of machinery and equipment; dependence on, retention or recruitment of key employees especially in challenging markets; cost and availability of raw materials such as steel, component parts, natural gas or utilities; unexpected declines in our markets or market shares, especially as we attempt to transition from legacy products and services into new market segments, customers and technologies; volatility of our customers’ forecasts, scheduling demands and production levels which negatively impact our operational capacity and our effectiveness to integrate new customers or suppliers; our inability to successfully execute the planned move of our Sypris Electronics business from our current location by December 31, 2016, the end of our lease term; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; our ability to successfully develop, launch or sustain new products and programs; supplier, customer, employee, landlord, creditor, stockholder, product liability or environmental claims; labor relations; strikes; union negotiations; pension valuation, health care or other benefit costs; potential impairments, non-recoverability or write-offs of assets or deferred costs; the fees, costs and supply of, or access to, debt, equity capital, or other sources of liquidity; potential weaknesses in internal controls over financial reporting and enterprise risk management; the cost, quality, timeliness, 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; disputes or litigation involving lessor, inventory valuation risks including excessive or obsolescent valuations; our inability to successfully complete definitive agreements for our targeted acquisitions or divestitures due to negative due diligence findings or other factors; our inability to patent or otherwise protect our inventions or other intellectual property from potential competitors; the costs of compliance with our auditing, regulatory or contractual obligations; our reliance on third party vendors and sub-suppliers; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; regulatory actions or sanctions (including FCPA, OSHA and Federal Acquisition Regulations, among others); U.S. government spending on products and services that Sypris Electronics provides, including the timing of budgetary decisions; cyber security threats and disruptions; changes or delays in customer budgets, funding or programs; failure to adequately insure or to identify environmental or other insurable risks; revised contract prices or estimates of major contract costs; risks of foreign operations; currency exchange rates; 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.

CONTACT:
Sypris Solutions, Inc.
Anthony C. Allen, 502-329-2000
Chief Financial Officer