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): June 10, 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 June 10, 2004. Item 9. Regulation FD Disclosure The Registrant's press release dated June 10, 2004, reporting it has completed the first funding of a total issuance of up to $55 million of unsecured senior notes through a private placement, 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: June 10, 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 June 10, 2004
Exhibit 99 Sypris Announces Issuance of up to $55 Million of Senior Notes LOUISVILLE, Ky.--(BUSINESS WIRE)--June 10, 2004--Sypris Solutions, Inc. (Nasdaq/NM:SYPR) today announced that it has completed the first funding of a total issuance of up to $55 million of unsecured senior notes through a private placement. The $55 million has been divided into three series: Series A for $7.5 million due in 2009 and bearing interest at 4.73%; Series B for $27.5 million due in 2011 and bearing interest at 5.35%; and Series C for $20 million due in 2014 and bearing interest at 5.78%. Series A and C for $27.5 million closed on June 10, 2004 and Series B for an additional $27.5 million is expected to close in the third quarter, subject to certain pre-closing conditions. The Company will use the proceeds from this financing to pay down debt on its revolving credit facility and for general corporate purposes. The senior notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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; failure of the Company to fulfill any of the conditions to closing to the satisfaction of the notes' purchasers; material changes in the Company's financial condition or in its key ratios; or the Company's subsequent default under, or prepayment of, any or all of the notes; as well as other factors included in the Company's reports filed with the Securities and Exchange Commission. CONTACT: Sypris Solutions, Inc., Louisville David D. Johnson, 502-329-2000