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 17, 2006
_______________________________________
Sypris
Solutions, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-24020
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61-1321992
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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101
Bullitt Lane, Suite 450
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Louisville,
Kentucky
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40222
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(Address
of Principal
Executive
Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (502) 329-2000
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
5 - Corporate Governance and Management
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) On
January 12, 2007, pursuant to the authorizations of the Board of Directors
(the
“Board”) of Sypris Solutions, Inc. (the “Company”) and of the Compensation
Committee (the “Committee”) of the Board, the Company awarded restricted stock
and incentive cash grants to certain key employees, including the Company’s
executive officers.
These
restricted stock awards were issued pursuant to the terms of the Company’s 2007
Special Incentive Executive Award Program (the “Program”), as adopted and
ratified by the Committee and the Board under the 2004 Sypris Equity Plan.
The
form of the restricted stock award agreement and the terms of awards for the
restricted stock under the Program are attached hereto as Exhibit 10.1, and
are
incorporated by reference herein. The Program authorizes the issuance of
restricted stock awards to the Company’s executive officers, which vest 100% on
the fourth anniversary of the grant date. An aggregate amount of up to 261,000
shares of the Company’s common stock was authorized under the program, with
maximum individual grants of up to 32,500 shares per individual. The 2004 Sypris
Equity Plan was previously adopted and filed as an exhibit to the Company’s
registration statement on Form S-8 filed April 29, 2004.
The
incentive cash grants were authorized up to an aggregate amount of $575,000,
with maximum individual grants of up to $100,000, and are subject to forfeiture
on a pro-rata basis during the year following the grant, if the executive
officer resigns or is terminated for cause. The form of the refund agreement
related to the incentive cash grants is attached hereto as Exhibit 10.2, and
is
incorporated by reference herein.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
of Exhibit
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10.1
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Form
of four-year
restricted stock
award agreement for grants to executive officers and terms of awards
under
the 2007
Special Incentive Executive Award Program.
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10.2
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Form
of Refund Agreement to Award Cash Incentive
Grants.
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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.
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Dated:
January 17, 2007
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Sypris
Solutions, Inc.
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By:
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/s/
John R. McGeeney
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John
R. McGeeney
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General
Counsel and Secretary
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2
INDEX
TO EXHIBITS
Exhibit
Number Description
10.1 Form
of
restricted
stock
award
agreement and terms of awards under the 2007
Special
Incentive
Executive Award Program.
10.2
Form
of
Refund Agreement to Award Cash Incentive Grants.
EXHIBIT
10.1
Restricted
Stock Executive Award
Effective
as of January
12, 2007 (“Grant
Date”), the Company hereby grants to [Participant]
certain
rights to ownership of up to: [#
shares]
total
Restricted Shares on the Terms of this Agreement, the attached Program, and
the
2004 Sypris Equity Plan (“Plan”) as follows:
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Vesting
Dates
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#
of Shares Vesting
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January
12, 2011
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[#
shares]
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Intending
to be legally bound by all such Terms, I acknowledge the sole authority of
the
Committee to interpret such Terms, the forfeiture of my rights upon any
termination of my employment under such Terms and my continuing status as an
“at
will” employee (subject to termination without cause or notice). I have received
and had an opportunity to review, with the benefit of any legal counsel of
my
choosing, the Plan, the Program and this Award Agreement.
SYPRIS
SOLUTIONS, INC. PARTICIPANT
By: Signature:
Name: Name:
Title: Title:
STANDARD
TERMS OF AWARDS GRANTED UNDER
THE
2007 SPECIAL INCENTIVE EXECUTIVE
AWARD PROGRAM
OF
THE 2004 SYPRIS EQUITY PLAN (FOR [executive officer]
PARTICIPANTS)
1. Purpose
of the Program.
The
Company’s 2007 Special Incentive Executive Award Program (the “Program”) under
the 2004 Sypris Equity Plan (“Plan”) shall be effective for all Awards
incorporating these Terms, to advance the Company’s growth and prosperity by
providing long-term financial incentives to its executives and certain other
key
employees, and to further the Company’s philosophy of equity ownership and
incentives.
2. Restricted
Shares.
Each
“Restricted Share” is one Share
of
the Common Stock (subject to adjustments per the Plan) which is subject to
forfeiture as provided herein. Unless otherwise determined by the Committee,
grants of Restricted Shares will vest 100% on the fourth anniversary of its
Grant Date (the “Vesting Date”), unless forfeited before such Vesting Date. All
Restricted Shares will be held by the Company until their Vesting Dates, and
physically distributed to the Participant thereafter, with any legends required
by applicable Rules. Participants may vote and receive cash dividends on such
Restricted Shares, as applicable, after the Grant Date.
3. Retirement
or Disability.
In the
event of any retirement after age 65 or qualification to receive long-term
disability benefits under the Company’s then current policies, such retirement
or disability period shall be treated as a period of employment for purposes
of
the accrual of rights hereunder, including any vesting or exercise
rights.
4. Leaves
of Absence.
The
Committee may in its discretion treat all or any portion of any period during
which a Participant is on military or other approved leave of absence as a
period of employment for purposes of the accrual of rights
hereunder.
5. Other
Terminations.
If
employment is terminated other than for retirement, death or disability, each
unvested Option or Restricted Share will be forfeited immediately and the
Participant will have up to thirty (30) days in which to exercise any vested
Options. In the event of death, all unvested Awards will be immediately vested,
and the Participant’s representative or estate shall have one (1) year in which
to exercise any Options.
6. Administration.
The
Committee shall have complete authority to administer or interpret the Program
or any Award, to prescribe, amend and rescind rules and regulations relating
thereto, and to make all other determinations necessary or advisable for the
administration of the Program or any Award Agreements (including to establish
or
amend any rules regarding the Program that are necessary or advisable to comply
with, or qualify under, any applicable law, listing requirement, regulation
or
policy of any entity, agency, organization, governmental entity, or the Company,
in the Committee’s sole discretion (“Rule”)). In addition, with respect to any
future grants or the unvested portion of any Awards, the Committee may amend
or
terminate these Terms or any Awards, in its sole discretion without the consent
of any employee or beneficiary, subject to applicable Rules, at any time and
from time-to-time. With respect to any amendment, action or approval hereunder,
the Committee may require the approval of any other persons or entities,
pursuant to applicable Rules. The decisions of the Committee in interpreting
and
applying the Program will be final.
7. Miscellaneous.
Unless
otherwise specified, all capitalized terms herein shall have the meanings
assigned to them in the Plan or in the Award Agreement.
7.1. No
Other Rights.
The
Awards include no other rights beyond those expressly provided in the Plan,
the
Program or the Award Agreement. Awards are non-assignable and non-transferable
except by will or the laws of descent and distribution, unless otherwise
approved by the Committee.
7.2. Taxes.
The
Participant must pay in cash, surrender Shares or Options of then-equivalent
value, or otherwise arrange (to the Committee’s satisfaction) for all tax
withholding obligations.
7.3. Delegation.
The
Committee may delegate any portion of their responsibilities and powers to
one
or more persons selected by them, subject to applicable Rules and revocation
at
any time.
-2-
EXHIBIT
10.2
FORM
OF
REFUND AGREEMENT TO AWARD CASH INCENTIVE GRANTS IN AN AGGREGATE AMOUNT OF UP
TO
$575,000 WITH MAXIMUM INDIVIDUAL GRANTS OF UP TO $100,000 PER INDIVIDUAL,
PAYABLE ON JANUARY 12, 2007
Agreement
In
conjunction with my receipt of a Cash Award in the amount of $__________, I
agree that I will refund the unamortized portion of the Award in the event
that
I voluntarily leave the employment of the Company or I am terminated for cause,
prior to January 1, 2008. (The “unamortized portion” of the Award will be based
on the number of calendar days through the termination date divided by
365.)
Signed:
______________________________
Name: ______________________________
Date:
______________________________