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As filed with the Securities and Exchange Commission on May 6, 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
- ---------------------------- ----------------------------------------
(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. INDEPENDENT DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
-------------------
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
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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<F1> Per Share(<F2> Price<F2> Fee
- -------------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value 250,000 $8.0625 $2,015,625.00 $560.35
=========================================================================================================================
<F1> Includes additional shares to prevent dilution resulting from stock splits, stock dividends or similar transactions.
<F2> Calculated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration
fee based upon the average of the high and low sale price for the Common Stock as reported on the Nasdaq National
Market on April 30, 1999.
==========================================================================================================================
</TABLE>
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The contents of the Registrant's Form S-8 Registration Statements Nos.
33-94544, 333-07195, and 333-52593, as filed with the Commission on July 13,
1995, June 28, 1996, and May 13, 1998, respectively, and the Registrant's
Post-Effective Amendment No. 1 to Form S-8 Registration Statements Nos.
33-94546, 333-07195, 33-94544, 333-07199 and 333-07111, as filed with the
Commission on May 13, 1998, are incorporated herein by reference.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See Index to Exhibits on page 6.
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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 29th day of
April, 1999.
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 April 29, 1999
Jeffrey T. Gill Officer and Director
/S/ DAVID D. JOHNSON Vice President, Treasurer April 29, 1999
David D. Johnson and Chief Financial Officer
(Principal Financial Officer)
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/S/ ANTHONY C. ALLEN Vice President, Controller April 29, 1999
Anthony C. Allen and Assistant Secretary
(Principal Accounting Officer)
/S/ ROBERT E. GILL Chairman of the Board April 29, 1999
Robert E. Gill and Director
/S/ R. SCOTT GILL Director April 29, 1999
R. Scott Gill
/S/ HENRY F. FRIGON Director April 29, 1999
Henry F. Frigon
/S/ WILLIAM L. HEALEY Director April 29, 1999
William L. Healey
/S/ ROGER W. JOHNSON Director April 26, 1999
Roger W. Johnson
/S/ SIDNEY R. PETERSEN Director April 29, 1999
Sidney R. Petersen
/S/ ROBERT SROKA Director April 29, 1999
Robert Sroka
5
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit Page
4 Sypris Solutions, Inc. Independent Directors' Stock 7
Option Plan Adopted on October 27, 1994, as Amended
and Restated Effective February 23, 1999.
5 Opinion of Wyatt, Tarrant & Combs. 13
23(a) Consent of Wyatt, Tarrant & Combs (contained in
Exhibit 5).
23(b) Consent of Ernst & Young LLP. 15
24 Power of Attorney (precedes signatures).
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Exhibit 4
SYPRIS SOLUTIONS, INC.
INDEPENDENT DIRECTORS' STOCK OPTION PLAN
ADOPTED ON OCTOBER 27, 1994
AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 23, 1999
PREAMBLE
The Sypris Solutions, Inc. Independent Directors' Stock Option Plan is
a restatement of the Group Technologies Corporation Independent Directors' Stock
Option Plan adopted by Group Technologies Corporation effective October 27,
1994. Group Technologies Corporation was merged into Sypris Solutions, Inc.
effective March 30, 1998, with Sypris Solutions, Inc. being the surviving
corporation. Pursuant to the provisions of the plan, Group Technologies
Corporation common stock subject to the plan and outstanding options under the
plan are automatically by virtue of the merger converted into and replaced by
Sypris Solutions, Inc. common stock. The plan was amended and restated on March
30, 1998 to reflect the changes caused by the merger. The Plan is hereby again
amended and restated, effective February 23, 1999, for the purpose of increasing
the number of shares authorized for issuance under the Plan, as set forth
herein.
1. PURPOSE. The purpose of the Sypris Solutions, Inc. Independent Directors'
Stock Option Plan is to promote the interests of the Company by affording an
incentive to certain persons not affiliated with the Company and its
Subsidiaries to serve as a director of the Company in order to bring additional
expertise and business judgment to the Company through the opportunity for stock
ownership offered under this Plan.
2. DEFINITIONS.
A. "BOARD" means the Company's Board of Directors.
B. "CODE" means the Internal Revenue Code of 1986, as amended.
C. "COMMON STOCK" means the Company's common stock, $.01 par value, or the
common stock or securities of a Successor that have been substituted theretofore
pursuant to Section 9.
D. "COMPANY" means Sypris Solutions, Inc., a Delaware corporation, with
its principal place of business at 455 South Fourth Street, Suite 350,
Louisville, Kentucky 40202.
E. "COMPENSATION COMMITTEE" means the Compensation Committee of the Board
that administers the Plan pursuant to Section 4.
F. "INDEPENDENT DIRECTOR" means an individual serving as a director on the
Company's Board of Directors and who is not otherwise employed by the Company or
its Subsidiaries or an affiliate thereof.
G. "OPTION PRICE" means the price to be paid for Common Stock upon the
exercise of an option granted under the Plan, in accordance with Section 7.B.
H. "OPTIONEE" means an Independent Director to whom options have been
granted under the Plan.
I. "OPTIONEE REPRESENTATIVE" means the Optionee's estate or the person or
persons entitled thereto by will or by applicable laws of descent and
distribution.
J. "PLAN" means the Sypris Solutions, Inc. Independent Directors' Stock
Option Plan, as set forth herein, and as amended from time to time.
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K. "SUBSIDIARY" means any corporation which at the time an option is
granted under the Plan qualifies as a subsidiary of the Company under the
definition of "subsidiary corporation" contained in Code Section 424(f), or any
similar provision thereafter enacted.
L. "SUCCESSOR" means the entity surviving a merger or consolidation with
the Company, or the entity that acquires all or a substantial portion of the
Company's assets or outstanding capital stock (whether by merger, purchase or
otherwise).
3. SHARES SUBJECT TO PLAN.
A. AUTHORIZED UNISSUED OR TREASURY SHARES. Subject to the provisions of
Section 9, the shares to be delivered upon exercise of options granted under the
Plan shall be made available, at the discretion of the Board, from the
authorized unissued shares or treasury shares of Common Stock.
B. AGGREGATE NUMBER OF SHARES. Subject to adjustments and substitutions
made pursuant to the provisions of Section 9, the aggregate number of shares
that may be issued upon exercise of all options that may be granted under the
Plan shall not exceed five hundred thousand (500,000) of the Company's
authorized shares of Common Stock.
C. SHARES SUBJECT TO EXPIRED OPTIONS. If any option granted under the Plan
expires or terminates for any reason without having been exercised in full in
accordance with the terms of the Plan, the shares of Common Stock subject to,
but not delivered under, such option shall become available for any lawful
corporate purpose, including for transfer pursuant to other options granted to
the same employee or other employees without decreasing the aggregate number of
shares of Common Stock that may be granted under the Plan.
4. ADMINISTRATION. The Plan shall be administered by the Compensation Committee
of the Board. The Compensation Committee shall have full power and authority to
construe, interpret, and administer the Plan and to adopt such rules and
regulations for carrying out the Plan as it may deem proper and in the best
interests of the Company.
5. GRANT OF OPTIONS. Subject to the terms, provisions and conditions of the
Plan, the Board shall have full and final authority in its discretion: (i) to
select the Independent Directors to whom options shall be granted; (ii) to
determine the number of shares of Common Stock subject to each option; (iii) to
determine the time or times when options will be granted, the manner in which
each option shall be exercisable, and the duration of the exercise period; and
(iv) to fix such other provisions of the option agreement as it may deem
necessary or desirable consistent with the terms of the Plan. Subject to the
terms, provisions and conditions of the Plan, either the Board or the
Compensation Committee shall have full and final authority in its discretion to
determine all other questions relating to the administration of the Plan. The
interpretation of any provisions of the Plan by either the Board or the
Compensation Committee shall be final, conclusive, and binding upon all persons
and the officers of the Company shall place into effect and shall cause the
Company to perform its obligations under the Plan in accordance with the
determinations of the Board or the Compensation Committee in administering the
Plan.
6. ELIGIBILITY. Independent Directors of the Company shall be eligible to
receive options under the Plan. No Company director who is also a Company
employee or a Subsidiary employee shall be entitled to receive an option under
the Plan. Independent Directors to whom options may be granted under the Plan
will be those selected by the Board from time to time who, in the sole
discretion of the Board, have contributed in the past or who may be expected to
contribute materially in the future to the successful performance of the Company
and its Subsidiaries.
7. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan shall be
evidenced by an option agreement signed by the Optionee and by a member of the
Board. An option agreement shall
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constitute a binding contract between the Company and the Optionee, and every
Optionee, upon acceptance of such option agreement, shall be bound by the terms
and restrictions of the Plan and of the option agreement. Such agreement shall
be subject to the following express terms and conditions and to such other terms
and conditions that are not inconsistent with the Plan and that the Board may
deem appropriate.
A. OPTION PERIOD. Options granted under the Plan shall be exercisable
immediately and, if not exercised, shall lapse at the earliest of the following
times:
(i) ten (10) years from the date of grant; or
(ii) the date set by the grant and specified in the applicable
option agreement.
B. OPTION PRICE. The Option Price per share of Common Stock shall be the
fair market value of the Common Stock on the date the option is granted and
shall be subject to adjustments in accordance with the provisions of Section 9.
C. FAIR MARKET VALUE. The fair market value of the Common Stock on any
given measurement date shall be determined as follows:
(i) if the Common Stock is traded on the over-the-counter market,
the sale price for the Common Stock in the over-the-counter
market on the measurement date (or if there was no sale of the
Common Stock on such date, on the immediately preceding date on
which there was a sale of the Common Stock), as reported by the
National Association of Securities Dealers Automated Quotation
System; or
(ii) if the Common Stock is listed on a national securities
exchange, the closing sale price for the Common Stock on the
Composite Tape on the measurement date; or
(iii) if the Common 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.
D. PAYMENT OF OPTION PRICE. Each option shall provide that the purchase
price of the shares as to which an option shall be exercised shall be paid to
the Company at the time of exercise either in cash or in such other
consideration as the Board deems acceptable, and which other consideration in
the Board's sole discretion may include: (i) Common Stock of the Company already
owned by the Optionee having a total fair market value on the date of exercise,
determined in accordance with Section 7.C, equal to the purchase price, (ii)
Common Stock of the Company issuable upon the exercise of a Plan option and
withheld by the Company having a total fair market value on the date of
exercise, determined in accordance with Section 7.C, equal to the purchase
price, or (iii) a combination of cash and Common Stock of the Company (either
shares already owned by the Optionee or shares being withheld upon the exercise
of a Plan option) having a total fair market value on the date of exercise,
determined in accordance with Section 7.C, equal to the amount of the purchase
price not paid in cash.
E. MANNER OF EXERCISE. Subject to the terms and conditions of any
applicable option agreement, any option granted under the Plan may be exercised
in whole or in part. To initiate the process for the exercise of an option: (i)
the Optionee shall deliver to the Company, or to a broker-dealer in the Common
Stock with the original copy to the Company, a written notice of intent to
exercise an option specifying the number of shares as to which the option is
being exercised and, if determined by counsel for the Company to be necessary,
representing that such shares are being acquired for investment purposes only
and not for the purpose of resale or distribution; and (ii) the Optionee, or the
broker-dealer, shall pay for the exercise price of such shares with cash, or if
the Board in its discretion agrees to so accept, by delivery to the Company of
Common Stock of the Company (either shares already owned by the Optionee or
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shares being withheld upon the exercise of a Plan option), or in some
combination of cash and such Common Stock acceptable to the Board. If payment of
the Option Price is made with Common Stock, the value of the Common Stock used
for such payment shall be the fair market value of the Common Stock on the date
of exercise as determined in accordance with Section 7.C. The date of exercise
of a stock option shall be determined under procedures established by the Board,
but in no event shall the date of exercise precede the date on which both the
written notice of intent to exercise an option and full payment of the exercise
price for the shares as to which the option is being exercised have been
received by the Company. Promptly after receiving full payment for the shares as
to which the option is being exercised and, provided that all conditions
precedent contained in the Plan are satisfied, the Company shall, without
transfer or issuance tax or other incidental expenses to the Optionee, deliver
to the Optionee a certificate for such shares of the Common Stock. If the
Optionee fails to accept delivery of the Common Stock, the Optionee's rights to
exercise the applicable portion of the option shall terminate.
F. INVESTMENT REPRESENTATION. Each option agreement may provide that, upon
demand by the Board for such a representation, the Optionee or Optionee
Representative shall deliver to the Board at the time of any exercise of an
option or portion thereof a written representation that the shares to be
acquired upon such exercise are to be acquired for investment and not for resale
or with a view to the distribution thereof. Upon such demand, delivery of such
representation before delivery of Common Stock issued upon exercise of an option
and before expiration of the option period shall be a condition precedent to the
right of the Optionee or Optionee Representative to purchase Common Stock.
G. EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF SERVICE. Upon
termination of service as an Independent Director, for whatever reason, any and
all stock options held by the Optionee shall remain effective and may be
exercised by the Optionee or the Optionee Representative until the expiration of
the applicable option term.
H. TRANSFERABILITY OF OPTIONS. An option granted under the Plan may not be
transferable and may be exercised only by the Optionee during the Optionee's
lifetime, or by the Optionee Representative in the event of the Optionee's
death, to the extent the option was exercisable by the Optionee at the date of
his death.
I. NO RIGHTS AS SHAREHOLDER. No Optionee or Optionee Representative shall
have any rights as a shareholder with respect to Common Stock subject to his
option before the date of transfer to him of a certificate or certificates for
such shares.
J. TAX WITHHOLDING. To the extent required by applicable law, the Optionee
shall, on the date of exercise, make arrangements satisfactory to the Company
for the satisfaction of any withholding tax obligations that arise by reason of
an option exercise or any sale of shares. The Board, in its sole discretion, may
permit these obligations to be satisfied in whole or in part with: (i) cash paid
by the Optionee or by a broker-dealer on behalf of the Optionee, (ii) shares of
Common Stock that otherwise would be issued to the Optionee upon exercise of the
option, and/or (iii) shares of Common Stock previously acquired. The Company
shall not be required to issue shares for the exercise of an option until such
tax obligations are satisfied and the Company may, to the extent permitted by
law, deduct any such tax obligations from any payment of any kind otherwise due
to the Optionee.
8. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and exercise
of options thereunder, and the obligation of the Company to sell and deliver
Common Stock under such options, shall be subject to all applicable federal and
state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. The Company shall not be required to issue
or deliver any certificates for Common Stock before: (i) the listing of the
Common Stock on any stock exchange or over-the-counter market on which the
Common Stock may then be listed and (ii) the completion of any registration or
qualification of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable. To the extent the Company
meets the then
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applicable requirements for the use thereof and to the extent the Company may do
so without undue cost or expense, and subject to the determination by the Board
of Directors of the Company that such action is in the best interest of the
Company, the Company intends to register the issuance and sale of such Common
Stock by the Company under federal and applicable state securities laws using a
Form S-8 registration statement under the Securities Act of 1933, as amended, or
such successor Form as shall then be available.
9. CAPITAL ADJUSTMENTS AFFECTING STOCK, MERGERS AND CONSOLIDATIONS.
A. CAPITAL ADJUSTMENTS. In the event of a capital adjustment in the Common
Stock resulting from a stock dividend, stock split, reorganization, merger,
consolidation, or a combination or exchange of shares, the number of shares of
Common Stock subject to the Plan and the number of shares under option shall be
automatically adjusted to take into account such capital adjustment. By virtue
of such a capital adjustment, the price of any share under option shall be
adjusted so that there will be no change in the aggregate purchase price payable
upon exercise of any such option.
B. MERGERS AND CONSOLIDATIONS. In the event the Company merges or
consolidates with another entity, or all or a substantial portion of the
Company's assets or outstanding capital stock are acquired (whether by merger,
purchase or otherwise) by a Successor, the kind of shares of Common Stock that
shall be subject to the Plan and to each outstanding option shall, automatically
by virtue of such merger, consolidation or acquisition, be converted into and
replaced by shares of common stock, or such other class of securities having
rights and preferences no less favorable than the common stock of the Successor,
and the number of shares subject to the option and the purchase price per share
upon exercise of the option shall be correspondingly adjusted, so that, by
virtue of such merger, consolidation or acquisition, each Optionee shall have
the right to purchase: (i) that number of shares of common stock of the
Successor that have a book value equal, as of the date of such merger,
conversion or acquisition, to the book value, as of the date of such merger,
conversion or acquisition, of the shares of Common Stock of the Company
theretofore subject to the Optionee's option, (ii) for a purchase price per
share that, when multiplied by the number of shares of common stock of the
Successor subject to the option, shall equal the aggregate exercise price at
which the Optionee could have acquired all of the shares of Common Stock of the
Company theretofore optioned to the Optionee.
C. NO EFFECT ON COMPANY'S RIGHTS. The granting of an option pursuant to the
Plan shall not affect in any way the right and power of the Company to make
adjustments, reorganizations, reclassifications, or changes of its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.
10. AMENDMENT, SUSPENSION, OR TERMINATION. The Board shall have the right, at
any time, to amend, suspend or terminate the Plan. Notwithstanding the
foregoing, without the consent of the Optionee, no amendment shall make any
changes in an outstanding option which would adversely affect the rights of the
Optionee.
11. EFFECTIVE DATE, TERM AND APPROVAL. The Plan is effective October 27, 1994
(the date of Board adoption of the Plan). The Plan was approved by stockholders
of the Company holding not less than a majority of the shares present and voting
at its 1995 annual meeting on April 21, 1995. The Plan shall terminate ten (10)
years after the effective date of the Plan and no options may be granted under
the Plan after such time, but any option granted prior thereto may be exercised
in accordance with its terms.
12. GOVERNING LAW; SEVERABILITY. The Plan shall be governed by the laws of the
State of Delaware. The invalidity or unenforceability of any provision of the
Plan or any option granted pursuant to the Plan shall not affect the validity
and enforceability of the remaining provisions of the Plan and the options
granted
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hereunder, and such invalid or unenforceable provision shall be stricken to the
extent necessary to preserve the validity and enforceability of the Plan and the
options granted hereunder.
Dated this 23rd day of February, 1999.
SYPRIS SOLUTIONS, INC.
By:/S/ JEFFREY T. GILL
Jeffrey T. Gill
President and Chief Executive Officer
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Exhibit 5
[WYATT, TARRANT & COMBS LETTERHEAD]
502 562-7201 REPLY TO WRITER AT:
Citizens Plaza
Louisville, KY 40202-2898
FAX: 502-589-0309
May 6, 1999
Board of Directors
Sypris Solutions, Inc.
455 South Fourth Street
Louisville, Kentucky 40202
Gentlemen:
We have acted as counsel to Sypris Solutions, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 250,000
shares of the Company's common stock (the "Shares"), on 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"), which may be issued by the Company pursuant to the
Sypris Solutions, Inc. Independent Directors' Stock Option Plan Adopted on
October 27, 1994, as Amended and Restated Effective February 23, 1999 (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, to the
extent options are granted under the Plan, the Shares will be validly authorized
on the respective dates of exercise of any options under the Plan, and that, on
the dates of exercise, the options will have been duly executed
<PAGE> 14
Board of Directors
Sypris Solutions, Inc.
May 6, 1999
Page 2
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 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 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> 15
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Sypris Solutions, Inc. for the registration of 250,000 shares of its
common stock, pertaining to the Sypris Solutions, Inc. Independent Directors'
Stock Option Plan of our report dated February 19, 1999 with respect to the
consolidated financial statements of Sypris Solutions, Inc. included in the
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Louisville, Kentucky
May 5, 1999
