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As filed with the Securities and Exchange Commission on January 8,1999
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 or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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455 South Fourth Street
Louisville, Kentucky 40202
(Address, including zip code, of Registrant's principal executive offices)
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SYPRIS SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE 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
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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<F1> Price<F1> Fee
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Common Stock, 300,000 shares<F2> $6.94 $2,082,000 $578.80
$.01 par value
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<FN>
<F1> Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457. The maximum offering price per share is based on
the average of the high and low sale price of the Common Stock as
reported by the Nasdaq National Market on January 6, 1999, pursuant
to Rule 457(h)(1).
<F2> The Registrant also registers hereby such indeterminate number of
additional shares as may be required to cover antidilutive adjustments
under the Sypris Solutions, Inc. Employee Stock Purchase Plan.
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Exhibit Index on Page 8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates the following documents in
this Registration Statement:
(a) Group Technologies Corporation's (the predecessor to the
Registrant) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 29, 1998, June 28, 1998 and September 27, 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 good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section
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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, partnership,
joint venture, trust, enterprise or non-profit enterprise. Any repeal or
modification of
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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.
The Exhibits listed on the Exhibit Index appearing on page 8
of this Registration Statement are hereby incorporated by reference.
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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, State of Kentucky, on the 18th day of
December, 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 December 18, 1998
Jeffrey T. Gill Officer and Director
/S/ DAVID D. JOHNSON Vice President, Treasurer December 18, 1998
David D. Johnson and Chief Financial Officer
(Principal Financial Officer)
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/S/ ANTHONY C. ALLEN Vice President, Controller December 18, 1998
Anthony C. Allen and Assistant Secretary
(Principal Accounting Officer)
/S/ ROBERT E. GILL Chairman of the Board December 18, 1998
Robert E. Gill and Director
/S/ R. SCOTT GILL Director December 18, 1998
R. Scott Gill
/S/ HENRY F. FRIGON Director December 18, 1998
Henry F. Frigon
/S/ WILLIAM L. HEALEY Director December 18, 1998
William L. Healey
/S/ ROGER W. JOHNSON Director December 18, 1998
Roger W. Johnson
/S/ SIDNEY R. PETERSEN Director December 18, 1998
Sidney R. Petersen
/S/ ROBERT SROKA Director December 18, 1998
Robert Sroka
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE
4(a) Sypris Solutions, Inc. Employee Stock Purchase Plan. 9
4(b) 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(c) 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 Febru-
ary 12, 1998).
5 Opinion of Wyatt, Tarrant & Combs. 17
23(a) Consent of Wyatt, Tarrant & Combs (contained in
Exhibit 5). 17
23(b) Consent of Ernst & Young LLP. 19
24 Power of Attorney (precedes signatures). 6
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EXHIBIT 4(a)
THE SYPRIS SOLUTIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. The purpose of the Plan is to provide eligible employees of
the Company, and of any Subsidiary corporation which the Company's Board of
Directors has designated as a Participating Employer in the Plan, an opportunity
to acquire a proprietary interest in the Company through the purchase of the
Company's common stock on a payroll or other compensation deduction basis. It is
believed that participation in the ownership of the Company will be to the
mutual benefit of the eligible employees and the Company. The Company intends
for the Plan to qualify as an "employee stock purchase plan" under Code Section
423, and the Plan shall be so construed. Any term not expressly defined in the
Plan but defined in the Code for purposes of Code Section 423 shall have the
same definition herein.
2. DEFINITIONS. The following terms used in this Plan shall have the
following meanings unless otherwise expressly provided herein.
A. "Account" means the bookkeeping account used to record: (i)
shares of Stock purchased on the Participant's behalf under the Plan; (ii) cash
or Stock dividends paid on Stock credited to the Participant's Account; (iii)
the funds accumulated with respect to an individual Participant as a result of
deductions from the Participant's pay; and (iv) employment or other withholding
taxes charged against amounts credited to the Participant's Account as a result
of the exercise of the option. Funds allocated to a Participant's Account shall
remain the Participant's property at all times.
B. "Base Pay" means regular straight time earnings, excluding
payments for overtime, bonuses, incentive compensation and other special
payments.
C. "Board" means the Company's Board of Directors.
D. "Code" means the Internal Revenue Code of 1986, as amended.
E. "Committee" means the Compensation Committee of the Board
that administers the Plan in accordance with Section 3.
F. "Company" means Sypris Solutions, Inc., a Delaware
corporation, with its principal place of business at 455 South Fourth Street,
Suite 350, Louisville, Kentucky 40202.
G. "Custodian" means such person or organization as shall
hereafter be designated in writing by the Committee to serve as custodian to
hold whole and fractional shares of Stock purchased for Participant Accounts
under the Plan.
H. "Eligible Employee" means any person, including any officer
or director, who satisfies the following three requirements: (i) who has been
employed by a Participating Employer for at least three (3) months; (ii) whose
customary weekly employment with the Participating Employer is at least twenty
(20) hours; and (iii) whose customary calendar year employment exceeds five (5)
months.
I. "Parent" means, as defined in Code Section 424(e), any
corporation (other than the Company) in an unbroken chain of corporations ending
with the Company if, at the time of the granting of an option under the Plan,
each of the corporations other than the Company own stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.
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J. "Participant" means an Eligible Employee who elects
to participate in the Plan.
K. "Participating Employer" means the Company and any
Subsidiary which the Board has authorized to participate in the Plan as to its
Eligible Employees.
L. "Plan" means the Sypris Solutions, Inc. Employee Stock
Purchase Plan, as set forth herein and as amended from time to time.
M. "Stock" means the Company's $0.01 par value common stock,
or the common stock or securities of a successor that have been substituted
therefor pursuant to Section 11.C.
N. "Subsidiary" means, as defined in Code Section 424(f), any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of an option under
the Plan, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
3. ADMINISTRATION. The Plan shall be administered by the Committee. The
Committee shall have full power and authority to construe, interpret and
administer the Plan and may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem proper and in the Company's best
interests. The Committee may designate, by appropriate resolution, the Company
employees, agents or other persons or organizations to assist it in the
administration of the Plan.
4. DURATION AND CYCLES OF THE PLAN. The effective date of the Plan is
February 1, 1999, subject to ratification of the Plan by the holders of a
majority of all the shares of Stock which are voted in person or by proxy at a
duly held stockholders' meeting. The Plan shall terminate upon issuance of all
shares authorized to be issued under the Plan. The Plan shall be carried out in
six (6) consecutive calendar month cycles, with the first cycle beginning on the
first business day in February and ending on the last business day in July, and
the second cycle beginning on the first business day in August and ending on the
last business day in January. The first cycle shall begin on February 1, 1999.
5. ELIGIBILITY AND PARTICIPATION. Eligible Employees of a Participating
Employer may participate in the Plan as of the first day of the next cycle after
satisfying the eligibility requirements, subject to the limitations set forth in
Section 7. Participation is voluntary. To become a Participant, an Eligible
Employee must complete and deliver to the Committee or its Company designee a
payroll deduction authorization form (available from the Committee or its
Company designee) on or before the date specified by the Committee, but in no
event later than the day preceding the beginning of the cycle. Payroll
deductions shall commence on the Participant's next available pay day after the
beginning of the cycle and shall continue from cycle to cycle until altered or
terminated as provided in Sections 6, 9 and 10.
6. PAYROLL DEDUCTIONS AND PARTICIPANT ACCOUNTS.
A. AMOUNT OF PAYROLL DEDUCTIONS. Each Eligible Employee
electing to participate in the Plan shall indicate on the payroll deduction
authorization form the amount of the Eligible Employee's Base Pay to be
withheld, which shall not be more than Six Thousand Dollars ($6,000.00) nor less
than One Hundred Dollars ($100.00) for any cycle. Payroll deductions will be
made, on an after-tax basis, in equal installments each payroll period during
the cycle.
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B. CHANGES TO PAYROLL DEDUCTION AUTHORIZATION. Participants
may make one (1) mid-cycle change to the amount of payroll deductions authorized
by delivery of a new payroll deduction authorization form to the Committee or
its designee. The change shall become effective as soon as administratively
practicable and shall continue from cycle to cycle until again altered pursuant
to this Section or terminated pursuant to Sections 6, 9 or 10.
C. CREDITS TO PARTICIPANT ACCOUNTS. Payroll deductions from a
Participant, and cash dividends paid on Stock credited to the Participant's
Account, shall be credited to the Participant's Account. Notwithstanding the
foregoing, the Participant may elect to have cash dividends paid directly to the
Participant in lieu of crediting such amounts to the Participant's Account.
Amounts shall remain in a Participant's Account until used to purchase shares
pursuant to Section 9 or paid out pursuant to Sections 9 or 10. A Participant
may not make separate cash payments into the Account. No interest or earnings on
the Account will be credited to any Participant. Compensation deductions and
cash dividends received or held by the Committee under the Plan shall be used to
purchase Stock for the Participant's Account in accordance with the terms of the
Plan. No Stock or Stock dividends credited to the Participant's Account shall be
sold or otherwise used to purchase additional Stock for the Participant's
Account. However, the Participant may at any time request the Custodian to issue
to the Participant certificates for whole shares and payment for any fractional
share credited to the Participant's Account.
7. GRANT OF OPTIONS.
A. NUMBER OF SHARES OPTIONED. On the first day in each cycle,
each Participant (including, subject to Section 10.C, those on leaves of
absence) shall be granted an option to purchase as many whole and fractional
shares of Stock as the Participant can purchase with the compensation deductions
and cash dividends credited to the Participant's Account during the cycle less
any required employment or other taxes required to be withheld as a result of
the exercise of the option.
B. LIMITATION ON AMOUNT OF GRANT. Notwithstanding the
foregoing, no Participant shall be granted an option to the extent that the
option would permit the Participant's rights to purchase stock under the Plan
and all employee stock purchase plans of the Company and its Parent and
Subsidiaries (if any) to accrue at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) of the fair market value of such stock (determined at the time
the option is granted) for each calendar year in which the option is outstanding
at any time. This Section shall be applied by use of all rules and definitions
of terms which are applicable for purposes of Code Section 423(b)(8), it being
the intent that this Section shall cause the Plan to comply with the
requirements of such Section of the Code.
C. FIVE PERCENT (5%) SHAREHOLDERS. Anything herein to the
contrary notwithstanding, no Participant shall be granted an option if the
Participant would own, immediately after the grant of the option, stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or any Parent or Subsidiary. The rules of
Code Section 424(d) shall apply in determining stock ownership and Stock which
the Participant may purchase under outstanding options shall be treated as Stock
owned by the Participant.
D. OPTION PRICE. The option price per share shall be
eighty-five percent (85%) of the lower of the fair market value per share of the
Stock on the first or last business day in such cycle (rounded up to the next
whole dime). "Business day" means the day on which any national securities
exchange is open if the Stock is then listed on such exchange, or (if not
listed) the day when the over-the-counter market is open.
8. FAIR MARKET VALUE OF STOCK. The fair market value per share of Stock
as of any day shall be computed as follows:
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A. If the Stock is listed on the over-the-counter market, the
closing sale price of the Stock in the over-the-counter market (or if there was
no sale of the Stock on such date, on the immediately preceding date on which
there was a sale of the Stock), as reported by the National Association of
Securities Dealers Automated Quotation System; or
B. If the Stock is listed on a national securities exchange,
the closing sale price for the Stock on the Composite Tape; or
C. If the Stock is neither traded on the over-the-counter
market nor listed on a national securities exchange, such value as the Board, in
good faith, shall determine.
9. EXERCISE OF OPTIONS.
A. DATE OF EXERCISE. Unless a Participant gives written notice
to the Committee or its Company designee, as provided in Section 9.B, the
Participant's option for each cycle is deemed exercised automatically at the
close of the last business day in the cycle for as many whole and fractional
shares of Stock as can be purchased with funds in the Participant's Account on
that date.
B. PARTICIPANT NOTICE TO CHANGE AMOUNT OF EXERCISE. By
delivering a written notice to the Committee or its Company designee at least
two (2) business days before the end of a cycle, a Participant may decide not to
exercise the Participant's option for that cycle or to exercise the option for
some lesser number of shares. If more than one written notice is delivered by a
Participant, the last notice shall control.
C. DISPOSITION OF ACCOUNT. Funds in a Participant's Account
(including any cash dividends credited to the Participant's Account during the
cycle less any required withholding taxes) will be used to pay the option price
upon exercise of the Participant's option. Any amount in a Participant's Account
at the end of any cycle not used to purchase Stock will be paid to a Participant
(without interest) as soon as administratively practicable after the end of the
cycle.
D. SHARES HELD BY CUSTODIAN. Stock purchased for a
Participant's Account during any cycle shall be credited to the Participant's
Account, but shall be registered on the Company's books in the name of the
Custodian on behalf of the Participant, as soon as administratively practicable
after the end of the cycle. Stock dividends shall also be credited to the
Participant's Account and held by the Custodian on behalf of the Participant.
Subject to the provisions of Section 12, and subject to the provisions of the
Delaware General Corporation Law as hereafter amended (or any corporate statute
applicable to a successor corporation as contemplated by Section 11.C), the
Participant shall have all the rights and privileges of a shareholder as to
whole and fractional shares of Stock credited to the Participant's Account,
including the right to direct the vote of all whole and fractional shares of
said Stock. The Participant may at any time request the Custodian to issue to
the Participant certificates representing any whole shares of Stock credited to
the Participant's Account. Each Participant will receive a statement of account
from the Custodian as soon as administratively practicable after the end of a
cycle showing the number of whole and fractional shares credited to the
Participant's Account, the number of whole shares issued to and held by the
Participant and the fractional share amounts paid to the Participant.
E. LAPSE OF OPTIONS. All unexercised options shall lapse on
the earlier of: (i) the end of the cycle; (ii) termination of participation; or
(iii) termination of the Plan.
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10. TERMINATION OF PARTICIPATION.
A. TERMINATION BY PARTICIPANT. A Participant may at any time
terminate participation by giving written notice of such termination to the
Committee and electing to either:
(1) Leave any funds in the Participant's Account in
which event the Participant's option will be deemed exercised
at the end of the then current cycle pursuant to Section 9.A
and any amounts remaining after such exercise will be paid to
the Participant (without interest); or
(2) Receive any funds in the Participant's Account.
Participants who change their payroll deduction authorization
to zero pursuant to Section 6.C shall be deemed to have terminated participation
in the Plan and will be deemed to have elected a disposition of the
Participant's Account in accordance with Section 10.A(1) unless the Participant
notifies the Committee or its Company designee in writing at least two (2)
business days before the end of the cycle that the Participant elects to receive
the funds in the Participant's Account.
Upon termination of participation, all further payroll
deductions from such Participant shall cease and all amounts in the
Participant's Account which are not used to purchase Stock, including any amount
representing a fractional share, shall be paid to the Participant (without
interest) and certificates for whole shares of Stock credited to the
Participant's Account shall be issued to the Participant as soon as
administratively practicable.
B. CHANGE IN EMPLOYEE STATUS. If, on or before the last
business day in any cycle, a Participant ceases to be an Eligible Employee for
any reason, including death, disability, resignation, retirement or dismissal,
the Participant's participation in the Plan shall cease and any outstanding
options shall lapse in full on the day the Participant's status as an Eligible
Employee ceases. Upon lapse, all further payroll deductions shall cease, all
amounts credited to the Participant's Account and not used to purchase Stock,
including any amount representing a fractional share, shall be paid to the
Participant (without interest), and certificates for whole shares of Stock
credited to the Participant's Account shall be issued to the Participant as soon
as administratively practicable following such lapse.
C. LEAVES OF ABSENCE. The employment relationship of a
Participant with a Participating Employer will be treated as continuing intact
while the Participant is on military, sick leave or other bona fide leave of
absence for a period not to exceed ninety (90) days, or for a longer period,
provided that the Participant's right to reemployment with the Participating
Employer is guaranteed either by statute or by contract. Payroll deductions
shall be suspended while the Participant is on an unpaid leave of absence. Where
the period of leave exceeds ninety (90) days and where the Participant's right
to reemployment is not guaranteed either by statute or contract, the employment
relationship will be deemed to have terminated on the 91st day of such leave.
D. LIMITATION ON WITHDRAWALS FROM ACCOUNT. A Participant may
not withdraw any amount in the Participant's Account except pursuant to Sections
9.C, 10.A or 10.B.
E. REINSTATEMENT OF PARTICIPATION. A Participant whose
participation in the Plan terminates during any cycle may not participate in the
Plan again until the beginning of the next cycle.
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11. STOCK RESERVED FOR PLAN.
A. NUMBER AND TYPE OF SHARES. A total of three hundred
thousand (300,000) shares of Stock, which may consist of authorized but unissued
shares or treasury shares or both, are reserved for issuance under the Plan,
subject to adjustment upon changes in capitalization of the Company as provided
in Section 11.C. If any option shall lapse or terminate for any reason as to any
shares, such shares of Stock shall again become available under the Plan.
B. PRORATION OF AVAILABLE SHARES. Notwithstanding anything
herein to the contrary, if the total number of shares which would otherwise have
been acquired under the Plan on any date exceeds the number of shares of Stock
then available under the Plan, then the Committee may make such pro rata
allocation of the shares remaining available in such practicable manner as it
shall determine to be fair and equitable. The payroll deductions to be made
pursuant to the Participant authorizations shall be reduced accordingly, and the
Committee or its Company designee shall give written notice of such reduction to
each affected Participant. Any payroll deductions in a Participant's Account not
used to purchase Stock shall be paid (without interest) to such Participant as
soon as administratively practicable following such reduction.
C. ADJUSTMENT PROVISION. If there is any change in the number
of outstanding shares of Stock by reason of any stock dividend, stock split or
similar transaction, the number of shares of Stock then remaining available for
issuance, the number of shares subject to any outstanding options, and shares
credited to Participant Accounts shall be correspondingly changed, without
change in the aggregate option price. Additionally, equitable adjustments shall
be made in options and shares credited to Participant Accounts to reflect any
other changes in the Stock, including changes resulting from a combination of
outstanding shares or other recapitalization, reorganization, sale, merger,
consolidation or similar transaction. The establishment of the Plan shall not
affect the Company's right to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell or otherwise transfer all or any part of
its business or assets.
D. LEGENDS. The Company shall be entitled to place any
legends on certificates for whole shares of Stock issued hereunder which it
deems appropriate to effectuate the terms of the Plan or to comply with any
applicable law.
12. TRANSFERABILITY.
A. TWO-YEAR LIMITATION ON TRANSFERABILITY. Certificates
representing shares of Stock issued pursuant to the Plan may not be transferred
before the expiration of two (2) years from the date of grant of the option,
unless the Participant notifies the Committee or its Company designee of the
Participant's intention to dispose of the Stock. Upon receipt of such notice by
the Committee or its Company designee, the Participant is free to dispose of the
Stock. Disposition of the Stock within two (2) years from the date of grant of
the option may result in adverse tax treatment for the Participant. Participants
should seek tax advice with respect to dispositions of Stock acquired under the
Plan.
B. ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION. No
funds or Stock credited to a Participant's Account nor any rights with regard to
participation in the Plan, exercise of any option or the right to receive shares
of Stock under the Plan may be assigned, transferred, pledged, or otherwise
disposed of in any way by the Participant other than by will or the laws of
descent and distribution. Any such attempted assignment, transfer, pledge, or
other disposition shall be without effect. Notwithstanding the foregoing, a
Participant may at any time request the Custodian to issue Stock credited to the
Participant's Account to the Participant; and, subject to the provisions of the
Plan, the Participant may assign, transfer, pledge or otherwise dispose of said
Stock after certificates have been issued to the
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<PAGE> 15
Participant. An option granted under the Plan is exercisable during the
Participant's lifetime only by the Participant.
13. DESIGNATION OF BENEFICIARIES. A Participant may deliver to the
Committee a written designation (on a prescribed form) of a beneficiary or
beneficiaries to receive any Stock and cash payable to the Participant but not
delivered to the Participant because of the Participant's death before such
delivery. Such designation may be changed or revoked by delivery of written
notice to the Committee or its Company designee. Upon the death of a Participant
and upon receipt by the Committee or its Company designee of proof deemed
adequate by it of the identity and existence of a beneficiary or beneficiaries
validly designated by such Participant, the Company shall issue and deliver such
Stock and pay such cash to such beneficiary or beneficiaries. In the absence of
the Company's receipt of such proof, or if the Participant fails to designate
any beneficiary who is living at the time of the Participant's death, the
Company shall issue and deliver such Stock and pay such cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Committee), the
Company, if and as the Committee may direct in its discretion, shall issue and
deliver such Stock and pay such cash to the spouse and/or any one or more
dependents or relatives of such Participant, or if no such spouse, dependent or
relative is known to the Committee, then to such other person or persons as the
Committee may designate in its discretion.
14. AMENDMENT AND TERMINATION. The Plan may be amended or terminated by
the Board at any time. The Plan shall terminate on January 31, 2006 unless
terminated sooner by the Board. Any amendment of the Plan requires approval by
the Company's stockholders within twelve (12) months after such amendment's
adoption by the Board if it increases the total number of shares of Stock
available for issuance under the Plan, or changes the class of corporations
eligible to become Participating Employers or the class of persons eligible to
receive options under the Plan. Such stockholder approval shall mean approval by
holders of a majority of all the shares of the Stock which are voted in person
or by proxy at a duly held stockholders' meeting. No such amendment may be
adopted which would adversely affect any rights acquired by any person hereunder
before the effective date of such amendment, unless such amendment is necessary
for the Company to obtain a ruling it may request from the Internal Revenue
service with respect to the Plan, or necessary for the Plan to conform to the
requirements of Code Section 423 or any other applicable law.
15. NOTICES. Any notice or other communication by any person to the
Committee shall be deemed to have been duly given when actually received by a
member of the Committee, or when actually received by the Company addressed as
follows: Sypris Solutions, Inc., 455 South Fourth Street, Suite 350, Louisville,
Kentucky 40202. Any notice or other communication or any delivery of Stock or
cash to any person (other than the Committee) under or in connection with the
Plan shall be deemed to have been duly given or made when deposited in the
United States mail, postage prepaid, addressed to such person at the address
last shown for such person in the records of the Committee or any Participating
Employer.
16. TAX WITHHOLDING. The Participating Employer shall have the right to
withhold from each Participant's compensation an amount equal to all federal,
state and local taxes which the Participating Employer is required by law to
withhold as a result of the Participant's participation in the Plan or
disposition of shares of Stock issued under the Plan.
17. NONGUARANTEE OF EMPLOYMENT. No provision of the Plan shall be
construed as giving any person any right such person would not otherwise have to
become or remain an employee of a Participating Employer, or any other right not
expressly created by such provision.
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18. GOVERNING LAW. The Plan shall be governed by the laws of the State
of Delaware and any applicable federal laws.
Dated this 25th day of August, 1998.
SYPRIS SOLUTIONS, INC.
By: /S/ JEFFREY T. GILL
Jeffrey T. Gill
President and Chief Executive Officer
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<PAGE> 17
Exhibit 5
[Wyatt, Tarrant & Combs letterhead]
January 8, 1999
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 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"), to register 300,000 shares (the "Shares") of the Company's
common stock, $.01 par value, issuable under the Sypris Solutions, Inc. Employee
Stock Purchase 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 the Shares
will be validly authorized on the respective dates of issuance of the Shares
under the Plan, and that, on the dates of issuance of the Shares under the Plan,
the obligations of the Company under the Plan will constitute the legal, valid
and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.
<PAGE> 18
Board of Directors
January 8, 1999
Page 2
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
<PAGE> 19
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 $300,000 shares of common stock of Sypris
Solutions, Inc., pertaining to the Sypris Solutions, Inc. Employee Stock
Purchase 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 with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Louisville, Kentucky
January 8, 1999
