Sypris Solutions, Inc. 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 6, 2007
Sypris
Solutions, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-24020
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61-1321992
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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101
Bullitt Lane, Suite 450
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Louisville,
Kentucky
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40222
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(Address
of Principal
Executive
Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (502) 329-2000
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section
1 - Registrant’s Business and Operations
Item
1.01
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Entry
into a Material Definitive
Agreement
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On
April
6,
2007, our Loan Agreement with our bank group was amended and restated to extend
the maturity date of the Loan Agreement to October 16, 2009, revise certain
financial covenants, provide an aggregate loan commitment of $50 million which
can be increased to a maximum of $100 million with the agent bank’s consent, and
add a security interest in our accounts receivable, inventory and equipment
pursuant to a security agreement and a collateral sharing agreement with the
holders of our Senior Notes. Other terms of the Loan Agreement remained
substantially unchanged. The executed amendment to our Loan Agreement is
attached. The participating entities in the amendment are JP Morgan Chase Bank,
N.A, LaSalle Bank National Association, and National City Bank and Sypris
Solutions, Inc., Sypris Test & Measurement, Inc., Sypris Technologies, Inc.,
Sypris Electronics, LLC, Sypris Data Systems, Inc., Sypris Technologies Marion,
LLC, Sypris Technologies Kenton, Inc., and Sypris Technologies Mexican Holdings,
LLC. The Company and its Subsidiaries have a number of operating
leases on equipment financed by JP
Morgan
Chase
Bank
and LaSalle Bank,
along with a variety of routine banking relationships with JP Morgan
Chase.
Additionally, LaSalle Bank also serves as Transfer Agent for the Company in
the
ordinary course of business.
Our
Senior Notes were also amended on April 6, 2007 to provide for the ratable
prepayment of $25 million of principal on the outstanding Senior Notes on April
6, 2007, revise certain financial covenants, modify the maturity date of the
June 30, 2014 series of Senior Notes to June 30,
2012,
modify the fixed interest rates applicable to each series of Senior Notes and
add a security interest in our accounts receivable, inventory and equipment
pursuant to a security agreement and a collateral sharing agreement with our
bank group. Other terms of the Senior Notes remained substantially
unchanged. The executed amendment to our Senior Notes is attached. The
participating entities in the amendment are The Guardian Life Insurance Company
Of America, Connecticut General Life Insurance Company , Life Insurance Company
of North America, Jefferson Pilot Financial Insurance Company, Lincoln National
Life Insurance Company, Lincoln Life & Annuity Company of New York and
Sypris Solutions, Inc., Sypris Test & Measurement, Inc., Sypris
Technologies, Inc., Sypris Electronics, LLC, Sypris Data Systems, Inc., Sypris
Technologies Marion, LLC, Sypris Technologies Kenton, Inc., and Sypris
Technologies Mexican Holdings, LLC.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
of Exhibit
10.1
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Amended
and Restated Loan Agreement dated as of April 6, 2007 between Sypris
Solutions, Inc., Sypris Test & Measurement, Inc., Sypris Technologies,
Inc., Sypris Electronics, LLC, Sypris Data
Systems,
Inc., Sypris Technologies Marion, LLC, Sypris Technologies Kenton,
Inc.,
Sypris Technologies Mexican Holdings, LLC; and JP Morgan Chase Bank,
N.A.,
LaSalle Bank National Association, and National City
Bank.
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10.2
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Third
Amendment to the Note Purchase Agreement dated as of April 6, 2007between
Sypris Solutions, Inc., Sypris Test & Measurement, Inc., Sypris
Technologies, Inc., Sypris Electronics, LLC, Sypris Data Systems,
Inc.,
Sypris Technologies Marion, LLC, Sypris Technologies Kenton, Inc.,
Sypris
Technologies Mexican Holdings, LLC; and The Guardian Life Insurance
Company Of America, Connecticut General Life Insurance Company ,
Life
Insurance Company of North America, Jefferson Pilot Financial Insurance
Company, Lincoln National Life Insurance Company, Lincoln Life &
Annuity Company of New York.
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10.3
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Security
Interest Agreement dated April 6,
2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated:
April 11, 2007
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Sypris
Solutions, Inc.
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By:
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/s/
Anthony C.
Allen
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Anthony
C. Allen
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Vice
President, Treasurer and Assistant
Secretary
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INDEX
TO EXHIBITS
Exhibit
Number Description
10.1 Form
of
Third
Amendment to Note Purchase Agreement
10.2
Form
of
Amended and Restated Loan Agreement
10.3 Form
of
Security Interest Agreement