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As filed with the Securities and Exchange Commission on May 13, 1998
Registration Nos. 33-94546, 333-07195, 33-94544, 333-07199 and 333-07111
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENTS
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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<S> Delaware <C> <C> 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)
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SYPRIS SOLUTIONS, INC. 1994 STOCK OPTION PLAN FOR KEY EMPLOYEES
(FORMERLY GROUP TECHNOLOGIES CORPORATION 1994 STOCK OPTION PLAN FOR KEY EMPLOYEES)
SYPRIS SOLUTIONS, INC. INDEPENDENT DIRECTORS' STOCK OPTION PLAN
(FORMERLY GROUP TECHNOLOGIES CORPORATION INDEPENDENT DIRECTORS' STOCK OPTION PLAN)
SYPRIS SOLUTIONS, INC. STOCK OPTION PLAN DATED JANUARY 22, 1990
(FORMERLY GROUP TECHNOLOGIES CORPORATION STOCK OPTION PLAN DATED JANUARY 22, 1990)
(Full title of the plans)
-------------------
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
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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 Fee
- -----------------------------------------------------------------------------------------------
See Below.* N/A* N/A* N/A* N/A*
===============================================================================================
* No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement Nos. 33-94546, 333-
07195, 33-94544, 333-07199 and 333-07111. Therefore, no further registration
fee is required.
===============================================================================================
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SYPRIS SOLUTIONS, INC.
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to those
certain Registration Statements on Form S-8 (File Nos. 33-94546, 333-07195,
33-94544, 333-07199 and 333-07111) (the "Registration Statements") is
being filed pursuant to Rule 414 under the Securities Act of 1933, as
amended (the "Act") by Sypris Solutions, Inc., a Delaware corporation
("Sypris" or the "Registrant"), which is the successor to Group
Technologies Corporation, a Florida corporation ("GTC"), following a
statutory merger effective on March 30, 1998 (the "Merger") for the purpose
of changing GTC's state of incorporation. Prior to the Merger, Sypris had
no assets or liabilities other than nominal assets or liabilities. In
connection with the Merger, Sypris succeeded by operation of law to all of
the assets and liabilities of GTC. The Merger was approved by the
shareholders of GTC at a meeting for which proxies were solicited pursuant
to Section 14(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act").
Except as modified by this Amendment No. 1, Sypris, by virtue of
this Amendment, expressly adopts the Registration Statements as its own
registration statements for all purposes of the Act and the 1934 Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registration Statements are incorporated
herein by reference. In addition, the following documents filed with the
Securities and Exchange Commission are incorporated by reference in this
Amendment to the Registration Statements:
(a) GTC's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The Registrant's (as successor to GTC) Quarterly Report on
Form 10-Q for the quarter ended March 29, 1998.
(c) The Registrant's Current Report on Form 8-K filed April 14,
1998, as amended by the Registrant's Current Report on Form 8-K/A filed
May 13, 1998.
(d) The description of the Registrant's common stock, $.01 par
value (the "Common Stock"), which is contained in the Registrant's current
report on Form 8-K/A filed May 13, 1998, pursuant to Section 13 of the 1934
Act, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
of the shares of the Common Stock offered have been sold or which
deregisters all of the shares of Common Stock then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Article IX of the Registrant's Certificate of
Incorporation ("Article IX"), a director of the Registrant shall not be
personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in
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good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper
personal benefit. Article IX states that if the Delaware General
Corporation Law is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Registrant shall be eliminated or limited
to the fullest extent permitted by the Delaware General Corporation Law,
as so amended. Any repeal or modification of this section of Article
IX by the stockholders of the Registrant shall not adversely affect any
right or protection of a director of the Registrant existing at the time
of such repeal or modification.
Article XI of the Registrant's Certificate of Incorporation ("Article
XI") provides that the Registrant shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be
made a party, or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding"),
by reason of the fact that he, or a person for whom he is the legal
representative, is or was a director, officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity,
including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such
person. The Registrant shall be required to indemnify a person in
connection with a proceeding initiated by such person only if the
proceeding was authorized by the Board of Directors of the Registrant.
Article XI provides that the Registrant shall pay the expenses of
directors and executive officers of the Registrant, and may pay the
expenses of all other officers, employees or agents of the Registrant,
incurred in defending any proceeding, in advance of its final disposition,
PROVIDED, HOWEVER, that the payment of expenses incurred by a director,
officer, employee or agent in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by the
director, officer, employee or agent to repay all amounts advanced if it
should be ultimately determined that the director, officer, employee or
agent is not entitled to be indemnified under Article XI or otherwise. If a
claim for indemnification or payment of expenses under Article XI is not
paid in full within sixty days after a written claim therefor has been
received by the Registrant, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall
be entitled to be paid the expense of prosecuting such claim. In any such
action the Registrant shall have the burden of proving that the claimant
was not entitled to the requested indemnification or payment of expenses
under applicable law.
The rights conferred by Article XI shall not be exclusive of any
other rights a claimant may have or acquire under any statute, provision of
the Certificate of Incorporation, bylaws, agreement, vote of stockholders
or disinterested directors or otherwise. The Registrant's obligation, if
any, to indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or non-profit entity, shall be reduced by
any amount such person may collect as indemnification from such other
corporation,
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partnership, joint venture, trust, enterprise or non-profit enterprise. Any
repeal or modification of Article XI shall not adversely affect any right
or protection of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
In addition, the Registrant maintains directors' and officers'
liability insurance covering certain liabilities which may be incurred by
directors and officers of the Registrant in connection with the performance
of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits on page 9.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post- effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or 15(d) of
the
5
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Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 Post-Effective Amendment to 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 Post-
Effective Amendment to 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)
<PAGE> 8
/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
<PAGE> 9
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE
4(a) Sypris Solutions, Inc. (formerly Group Technologies
Corporation) 1994 Stock Option Plan for Key Employees
(incorporated herein by reference to Exhibit 10.33.2 to the
Form S-8 Registration No. 333-07111, filed on June 28,
1996).
4(b) Sypris Solutions, Inc. (formerly Group Technologies
Corporation) Independent Directors' Stock Option Plan
(incorporated herein by reference to Exhibit 10.32.2 to the
Form S-8 Registration No. 333-07111, filed on June 28,
1996).
4(c) Sypris Solutions, Inc. (formerly Group Technologies
Corporation) Stock Option Plan Restated effective on June
26, 1996, dated January 22, 1990 (incorporated herein by
reference to Exhibit 10.28.1 to the Form S-8 Registration
No. 333-07111, filed on June 28, 1996).
4(d) Certificate of Incorporation of Sypris Solutions, Inc.
(incorporated herein by reference to Appendix H to the
Prospectus included in Group Technologies Corporation's
Registration Statement on Form S-4/A No. 333-20299 filed
February 12, 1998).
4(e) Bylaws of Sypris Solutions, Inc. (incorporated herein by
reference to Appendix I to the Prospectus included in Group
Technologies Corporation's Registration Statement on Form S-
4/A No. 333-20299 filed February 12, 1998 ).
5 Opinion of Wyatt, Tarrant & Combs. 10
23(a) Consent of Wyatt, Tarrant & Combs (contained in Exhibit 5). 10
23(b) Consent of Ernst & Young LLP 13
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 Post-Effective
Amendment No. 1 to Form S-8 (the "Amendment") being filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act") to adopt the registration of the following
shares (collectively, the "Shares"): (1) 75,000 shares of the Company's
common stock, on the Registration Statement on Form S-8, filed on July 13,
1995, as registration no. 33-94546, issuable under the Sypris Solutions,
Inc. (formerly Group Technologies Corporation) 1994 Stock Option Plan for
Key Employees (the "Key Employees Plan"); (2) 125,000 shares of the
Company's common stock, on the Registration Statement on Form S-8, filed on
June 28, 1996, as registration no. 333-07199, issuable under the Key
Employees Plan; (3) 30,000 shares of the Company's common stock, on the
Registration Statement on Form S-8, filed on July 13, 1995, as registration
no. 33-94544, issuable under the Sypris Solutions, Inc. (formerly Group
Technologies Corporation) Independent Directors' Stock Option Plan (the
"Directors Plan"); (4) 45,000 shares of the Company's common stock, on the
Registration Statement on Form S-8, filed on June 28, 1996, as
<PAGE> 11
Board of Directors
Sypris Solutions, Inc.
May 12, 1998
Page 2.
registration no. 333-07195, issuable under the Directors Plan; and (5)
210,000 shares of the Company's common stock, on the Registration Statement
on Form S-8, filed on June 28, 1996, as registration no. 333-07111,
issuable under the Sypris Solutions, Inc. (formerly Group Technologies
Corporation) Stock Option Plan Dated January 22, 1990 (the "1990 Plan").
As used herein, the term "Company" includes Group Technologies
Corporation, a Florida corporation merged into the Company effective March
30, 1998. All share numbers herein reflect the 1-for-4 stock split
effected by Group Technologies Corporation on March 30, 1998.
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 Key Employees Plan, the Directors Plan
and the 1990 Plan (collectively, the "Plans"), the Shares will be validly
authorized on the respective dates of exercise of any options under the
Plans, and that, on the dates of exercise, the options 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 Amendment, the
prospectuses delivered to participants in the Plans pursuant to the
requirements of the Act, the pertinent provisions of any applicable state
securities laws and the Plans, will be duly and validly issued, fully paid
and nonassessable.
We express no opinion with respect to Shares issuable under the
Plans 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.
<PAGE> 12
Board of Directors
Sypris Solutions, inc.
May 12, 1998
Page 3.
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 prospectuses and participants in the Plans. 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 Amendment. 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
<PAGE> 13
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to Form S-8 Registration Statements Nos. 33-94546, 333-
07195, 33-94544, 333-07199 and 333-07111, pertaining to the Sypris
Solutions, Inc. 1994 Stock Option Plan for Key Employees (Formerly Group
Technologies Corporation 1994 Stock Option Plan for Key Employees), to the
Sypris Solutions, Inc. Independent Directors' Stock Option Plan (Formerly
Group Technologies Corporation Independent Directors' Stock Option Plan),
and to the Sypris Solutions, Inc. Stock Option Plan Dated January 22, 1990
(Formerly Group Technologies Corporation Stock Option Plan Dated January
22, 1990), 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
