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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): January 15, 2004
Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-24020 61-1321992
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (502) 329-2000
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99 Registrant's press release dated January 15, 2004.
Item 9. Regulation FD Disclosure
The Registrant's press release dated January 15, 2004, reporting it has
signed a letter of intent with ArvinMeritor, Inc., is attached as Exhibit 99 to
this Form 8-K, and is furnished to the U.S. Securities and Exchange Commission
pursuant to Regulation FD.
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.
Dated: January 15, 2004 Sypris Solutions, Inc.
By: /s/ David D. Johnson
---------------------------
David D. Johnson
Vice President and Chief Financial
Officer
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
99 Registrant's press release dated January 15, 2004
Exhibit 99
ArvinMeritor Selects Sypris for Outsourcing Contracts;
Letter of Intent Includes the Purchase of Assets
LOUISVILLE, Ky.--(BUSINESS WIRE)--Jan. 15, 2004--Sypris Solutions,
Inc. (Nasdaq/NM:SYPR) today announced that it has signed a letter of
intent with ArvinMeritor, Inc. (NYSE:ARM) ("ArvinMeritor") to serve as
a key supplier for the manufacture of trailer axle beams and a variety
of drive train components for ArvinMeritor.
The outsourcing arrangement is expected to begin in phases over
the next several years and is forecast to cover an estimated $75
million of business per year when completed, based upon current market
conditions. The initial terms of the contracts vary, but in each case
represent a long-term, multi-year commitment to the supply
arrangement. The proposed deal includes the extension of an existing
contract between the parties through 2009.
The components to be manufactured will be incorporated into final
axle assemblies for sale to commercial vehicle OEMs such as
Freightliner, International, Mack, Paccar and Volvo, and to trailer
manufacturers such as Dorsey, Great Dane, Stoughton, Trailmobile,
Utility and Wabash, among others. Under the proposed agreement, Sypris
will acquire ArvinMeritor's Kenton, Ohio plant that specializes in the
manufacture of trailer axle beams. The operation currently employs
approximately 190 people.
The transaction remains subject to the satisfactory completion of
due diligence, the execution of definitive agreements, and the receipt
of board and regulatory approvals, among others. The closing of the
purchase of the Kenton plant is also conditioned upon the ratification
of a new collective bargaining agreement by the members of the
P.A.C.E. International Union. The parties hope to complete all
transactions by March 31, 2004.
Commenting on the announcement, Jeffrey T. Gill, president and
chief executive officer of Sypris Solutions, said, "We are very
pleased to have the opportunity to expand and extend our long-term
strategic partnership with ArvinMeritor. When completed, these
contracts are expected to add new business to our existing plants in
Kentucky, Ohio and North Carolina, while expanding our product scope
into trailer axle beams with the addition of the Kenton plant."
A conference call is scheduled for today, January 15, 2004, at
5:30 p.m. Eastern Time to discuss the content of this press release.
The call can be accessed live via the Internet. Visit www.sypris.com
or www.fulldisclosure.com for the link to the call or to listen to a
replay of the call, which will be available for 30 days.
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, truck components and assemblies, and for users of test
and measurement equipment. For more information about Sypris
Solutions, visit its Web site at www.sypris.com.
This press release, and any oral statements made with reference to
this cautionary guidance, includes "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934, as
they relate to, or may affect, the Company's future results. These
statements only reflect management's current opinions; and no
assurance can be given, that any of these results will actually occur.
Important factors could cause performance to differ materially from
projected results contained in, or based upon, these statements,
including: the discovery of, or failure to discover, material issues
during due diligence; the failure to agree on the final terms of
definitive agreements, long-term supply agreements or related
agreements or any party's breach of, or refusal to close the
transactions reflected in, those agreements; the ability to
successfully manage growth or contraction in the economy, or the
commercial vehicle or electronics markets; access to capital on
favorable terms as needed for operations or growth; the ability to
achieve expected annual savings and synergies from past and future
business combinations; competitive factors and price pressures;
availability of third party component parts at reasonable prices;
inventory risks due to shifts in market demand and/or price erosion of
purchased components; changes in product mix; program changes, delays,
or cancellations by the government or other customers; concentrated
reliance on major customers or suppliers; cost and yield issues
associated with the Company's manufacturing facilities; revisions in
estimated costs related to major contracts; labor relations; risks
inherent in operating abroad, including foreign currency exchange
rates; performance of our pension fund portfolios; changes in
applicable law or in the Company's regulatory authorizations, security
clearances, or other legal rights to conduct its business, deal with
its work force or export goods and services; adverse regulatory
actions, or other governmental sanctions; risks of litigation,
including litigation with respect to environmental or asbestos-related
matters, customer or supplier claims, or stockholders; the effects
(including possible increases in the cost of doing business) resulting
from future war and terrorists activities or political uncertainties;
natural disasters, casualties, utility disruptions, or the failure to
anticipate unknown risks and uncertainties present in the Company's
businesses; dependence on current management; as well as other factors
included in the Company's periodic reports filed with the Securities
and Exchange Commission.
CONTACT: Sypris Solutions, Inc., Louisville
David D. Johnson, 502-329-2000
www.sypris.com