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As filed with the Securities and Exchange Commission on May 13, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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SYPRIS SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 61-1321992
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(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)
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SYPRIS SOLUTIONS, INC. INDEPENDENT DIRECTORS' STOCK OPTION PLAN
(FORMERLY GROUP TECHNOLOGIES CORPORATION INDEPENDENT DIRECTORS' STOCK OPTION PLAN)
(Full title of the plan)
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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)
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Copies to:
ROBERT A. HEATH, ESQ.
Wyatt, Tarrant & Combs
2800 Citizens Plaza
Louisville, Kentucky 40202
(502) 589-5235
CALCULATION OF REGISTRATION FEE
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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
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Common Stock
$.01 par value 175,000 $10.3125 $1,804,688 $532.38
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(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.
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The contents of the Registrant's Form S-8 Registration Statements
Nos. 33-94544 and 333-07195, 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See Index to Exhibits on page 6.
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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)
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/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
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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 175,000
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. Independent Directors' Stock
Option Plan (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
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Board of Directors
Sypris Solutions, Inc.
May 12, 1998
Page 2.
will have been duly executed 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 175,000 shares of common
stock of Sypris Solutions, Inc., pertaining to the Sypris Solutions,
Inc. Independent Directors' Stock Option Plan (Formerly Group Technologies
Corporation Independent Directors' Stock Option Plan) 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 wih the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Louisville, Kentucky
May 11, 1998
