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As filed with the Securities and Exchange Commission on May 13, 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 (FORMERLY GROUP TECHNOLOGIES CORPORATION 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(F1) Fee - ----------------------------------------------------------------------------------------------- Common Stock $.01 par value 1,050,000 $10.3125 $10,828,125 $3,194.30 =============================================================================================== (F1) 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 bid and asked price for the Common Stock as reported on the Nasdaq National Market on May 11, 1998. =============================================================================================== 2 The contents of the Registrant's Form S-8 Registration Statements Nos. 33-94546 and 333-07199, as filed with the Commission on July 13, 1995 and June 28, 1996, 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 Littleton, State of Colorado, on the 21st day of April 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 April 21, 1998 Jeffrey T. Gill Officer and Director /S/ DAVID D. JOHNSON Vice President, Treasurer April 21, 1998 David D. Johnson and Chief Financial Officer (Principal Financial Officer) /S/ ANTHONY C. ALLEN Vice President, Controller April 21, 1998 Anthony C. Allen and Assistant Secretary (Principal Accounting Officer) 5 /S/ ROBERT E. GILL Chairman of the Board April 21, 1998 Robert E. Gill and Director Senior Vice President, Secretary April __, 1998 R. Scott Gill and Director /S/ HENRY F. FRIGON Director April 21, 1998 Henry F. Frigon /S/ WILLIAM L. HEALEY Director April 21, 1998 William L. Healey /S/ ROGER W. JOHNSON Director April 21, 1998 Roger W. Johnson /S/ SIDNEY R. PETERSEN Director April 21, 1998 Sidney R. Petersen /S/ ROBERT SROKA Director April 21, 1998 Robert Sroka 6 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE 5 Opinion of Wyatt, Tarrant & Combs. 7 23(a) Consent of Wyatt, Tarrant & Combs (contained in Exhibit 5). 7 23(b) Consent of Ernst & Young LLP. 9 24 Power of Attorney (precedes signatures).
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                                                           EXHIBIT 5


                           May 12, 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
1,050,000 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 

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Board of Directors
Sypris Solutions, Inc.
May 12, 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  express  no opinion with respect to Shares issuable under the
Plan which are purchased  by  the  Company on the open market or in private
transactions and are not original issuance shares.

          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,

                              WYATT, TARRANT & COMBS

                              /S/ WYATT, TARRANT & COMBS


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                                                            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 1,050,000 shares of the 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
May 11, 1998