UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule
13e-4)
(Amendment
No. 1)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Sypris
Solutions, Inc.
(Name
of Subject Company (Issuer))
Sypris
Solutions, Inc.
(Names
of Filing Persons (Offeror))
Options
to Purchase Common Stock, par value $0.01 per share
(Title
of Class of Securities)
871655106
(CUSIP
Number of Class of Securities (Underlying Common Stock))
Jeffrey T. Gill
President
and Chief Executive Officer
Sypris
Solutions, Inc.
101
Bullitt Lane, Suite 450
Louisville,
Kentucky 40222
(502)
329-2000
(Name,
address, and telephone numbers of person authorized to receive notices
and
communications
on behalf of filing persons)
with
a copy to:
Caryn
F. Price, Esq.
Wyatt,
Tarrant & Combs, LLP
500
W. Jefferson Street, Suite 2800
Louisville,
Kentucky 40202
(502)
589-5235
CALCULATION
OF FILING FEE
Transaction
valuation*
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Amount
of filing fee**
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$328,484
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$12.91
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*
Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 679,553 shares of common stock of Sypris
Solutions, Inc., having an aggregate value of $328,484 as of March 31, 2008 will
be exchanged or cancelled pursuant to this offer. The aggregate value of such
options was calculated based on the Black-Scholes option pricing
model.
** The
amount of the filing fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, equals $39.30 per million dollars
of the value of the transaction.
Amount
Previously Paid: $12.91
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Filing
Party: Sypris Solutions, Inc.
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Form or Registration No.:
005-48797 |
Date
Filed: March 31, 2008 |
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount
Previously Paid: N/A
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Form
or Registration No.: N/A
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Filing
Party: N/A
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Date
Filed: N/A
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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¨
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third-party
tender offer subject to Rule 14d-1.
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x
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issuer
tender offer subject to Rule 13e-4.
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¨
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going-private
transaction subject to Rule 13e-3.
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¨
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amendment
to Schedule 13D under Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer: ¨
INTRODUCTORY
STATEMENT
This
Amendment No. 1 (this “Amendment No. 1”) to the Tender Offer Statement
on Schedule TO amends and supplements the Tender Offer Statement
on Schedule TO filed by Sypris Solutions, Inc., a Delaware
corporation (“Sypris”), with the Securities and Exchange Commission on March 31,
2008, in connection with the offer by Sypris to exchange (the “Exchange Offer”)
all vested, unexercised options to purchase shares of Sypris’s common stock that
are held by eligible participants that have exercise prices equal to or greater
than $4.31 per share (the “Eligible Options”). These Eligible Options may be
exchanged for shares of common stock or for new options (the “New Options”) that
will be granted under the terms and subject to the conditions set forth in the
Offer to Exchange Certain Outstanding Options for New Options or Shares of
Common Stock, dated March 31, 2008 (the “Offer to Exchange”). Items
not amended remain unchanged, and capitalized terms used herein and not
otherwise defined have the respective meanings ascribed thereto in the Offer to
Exchange.
As
permitted by General Instruction F to Schedule TO, the information set forth in
the Schedule TO, as amended by this Amendment No. 1, including exhibits and
annexes thereto that were previously filed with the Schedule TO, is hereby
expressly incorporated by reference herein in response to Items 1 through 13 of
this Amendment No. 1as set forth herein. You should read this Amendment
No. 1together with the Schedule TO filed on March 31
2008.
The
introductory paragraph of the Schedule TO is hereby amended and supplemented by
adding the following language:
“The
expiration date has been changed from 5:00 p.m., Eastern Time, on May 1,
2008, to 5:00 p.m., Eastern Time, on May 12, 2008, unless otherwise
terminated or further extended.”
ITEM
1. Summary
Term Sheet
Item 1 of
the Schedule TO, which incorporates by reference the information set forth in
the Offer to Purchase under “Summary Term Sheet and Frequently Asked Questions”,
is hereby amended and supplemented by adding the following
language:
“The
expiration date has been changed from 5:00 p.m., Eastern Time, on May
1, 2008, to 5:00 p.m., Eastern Time, on May 12, 2008, unless otherwise
terminated or further extended. Any extension of the Offer to Exchange will be
sent by email notice or other written notice to all eligible optionees
disclosing the extension no later than 9:00 a.m., Eastern Time, on the business
day following the previously scheduled expiration date.”
ITEM
4. Terms
of the Transaction
(a) Material Terms. Item 4 of the
Schedule TO, which incorporates by reference, among other things, the
information set forth in the Offer to Purchase under “Summary Term Sheet and
Frequently Asked Questions” and “The Offer”, is hereby amended and
supplemented by adding the following language:
“The
expiration date has been changed from 5:00 p.m., Eastern Time, on May
1, 2008, to 5:00 p.m., Eastern Time, on May 12, 2008, unless otherwise
terminated or further extended. Any extension of the Offer to Exchange will be
sent by email notice or other written notice to all eligible optionees
disclosing the extension no later than 9:00 a.m., Eastern Time, on the business
day following the previously scheduled expiration date.”
Item 4 of
the Schedule TO, which incorporates by reference, among other things, the
information set forth in the Offer to Purchase under “The Offer – Material U.S.
federal income tax consequences” is hereby amended and supplemented by
deleting the following language:
“CIRCULAR 230
DISCLAIMER. THE FOLLOWING DISCLAIMER IS PROVIDED IN ACCORDANCE WITH THE
INTERNAL REVENUE SERVICE’S CIRCULAR 230 (21 C.F.R. PART 10). THIS ADVICE IS NOT
INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY YOU FOR THE PURPOSE OF
AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON YOU. THIS ADVICE WAS WRITTEN TO
SUPPORT THE PROMOTION OR MARKETING OF PARTICIPATION IN THE COMPANY’S EQUITY
INCENTIVE PLAN. YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES
FROM AN INDEPENDENT TAX ADVISOR.”
ITEM
12. Exhibits
Item 12
of the Schedule TO is hereby amended to read as follows:
Exhibit
Index
Item
12
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Exhibits.
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99.(a)(1)(a)
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Offer
to Exchange Certain Unexercised Vested Options for New Vested Shares of
Common Stock or New Vested Options to Purchase Common Stock dated March
31, 2008
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99.(a)(1)(b)
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Exchange
Offer Letter
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99.(a)(1)(c)
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Form
of Announcement of Program email
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99.(a)(1)(d)
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Standard
Terms of Awards Granted Executives Under the 2008 Stock Option Exchange
Program
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99.(a)(1)(e)
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Standard
Terms of Awards Granted Employees Under the 2008 Stock Option Exchange
Program
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99.(a)(1)(f)
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Withdrawal
Form
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99.(a)(1)(g)
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Form
of Confirmation of Receipt of Election Form
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99.(a)(1)(h)
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Form
of Confirmation of Receipt of Withdrawal Form
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99.(a)(1)(i)
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Form
of Reminder of Deadline Emails
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99.(a)(1)(j)
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Stock
Value Calculator
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99.(a)(1)(k)
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Election
Form
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99.(a)(1)(l)
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Form
of Email Notice to Optionees
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99.(a)(1)(m)
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Additional
Optionee Information Regarding Tax Withholding Obligations and Form of
Stock Ownership
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99.(a)(1)(n)
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Form
of Acceptance of Options for Cancellation
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99.(a)(1)(o)
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Form
of Notice of New Shares Tendered for Tax Withholding
Obligations
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99.(a)(1)(p) |
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Form
of Notice of Certain Amendments to the Offer to Exchange |
99.(a)(1)(q) |
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Form
of Confirmation of Receipt of Election Form (Original Expiration
Date) |
99.(b)
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None
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99.(d)(1)
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2004
Sypris Equity Plan
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99.(g)
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None
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99.(h)
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None
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Signature
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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Sypris Solutions,
Inc. |
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By:
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/s/ John
R. McGeeney |
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Name:
John R. McGeeney |
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Title:
General Counsel and Secretary |
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Date:
April 7, 2008
Exhibit
Index
Item
12
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Exhibits.
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99.(a)(1)(a)*
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Offer
to Exchange Certain Unexercised Options for New Options
and Common Stock dated March 31, 2008
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99.(a)(1)(b)*
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Exchange
Offer Letter
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99.(a)(1)(c)*
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Form
of Announcement of Program email
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99.(a)(1)(d)*
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Standard
Terms of Awards Granted Executives Under the 2008 Stock Option Exchange
Program
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99.(a)(1)(e)*
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Standard
Terms of Awards Granted Employees Under the 2008 Stock Option Exchange
Program
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99.(a)(1)(f)*
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Withdrawal
Form
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99.(a)(1)(g)
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Form
of Confirmation of Receipt of Election Form
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99.(a)(1)(h)
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Form
of Confirmation of Receipt of Notice of Withdrawal
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99.(a)(1)(i)
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Form
of Reminder of Deadline Emails
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99.(a)(1)(j)*
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Stock
Value Calculator
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99.(a)(1)(k)*
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Election
Form
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99.(a)(1)(l)
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Form
of Email Notice to Optionees
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99.(a)(1)(m)
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Additional
Optionee Information Regarding Tax Withholding Obligations and Form of
Stock Ownership
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99.(a)(1)(n)*
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Form
of Acceptance of Options for Cancellation
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99.(a)(1)(o)*
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Form
of Notice of New Shares Tendered for Tax Withholding
Obligations
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99.(a)(1)(p)
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Form
of Notice of Certain Amendments to the Offer to
Exchange
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99.(a)(1)(q) |
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Form
of Confirmation of Receipt of Election Form (Original Expiration
Date) |
99.(b)
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None
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99.(d)(1)**
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2004
Sypris Equity Plan
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99.(g)
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None
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99.(h)
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None
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*
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Previously
filed with the Schedule TO filed with the Securities and Exchange
Commission on March 31, 2008 and incorporated herein by
reference.
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**
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Incorporated
by reference to Sypris’s Registration Statement on Form S-8 (File No.
333-114982) filed with the Commission on April 29,
2004.
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8