Sypris Solutions, Inc.
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): March 1, 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
5.02(e) Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
March
1, 2007, the Board of Directors (the “Board”) of Sypris Solutions, Inc. (the
“Company”) and the Compensation Committee (the “Committee”) of the Board,
approved the 2007 Executive Long-Term Incentive Program (the “2007 ELTIP”),
pursuant to the 2004 Sypris Equity Plan. The 2007 ELTIP is a long-term incentive
program, authorizing the issuance of restricted stock to the Company’s executive
officers, including its President and Chief Executive Officer, Chief Financial
Officer and other named executive officers.
Twenty-five
percent of the restricted stock awards under the 2007 ELTIP will vest in
one-third increments on each of the third, fifth and seventh anniversaries
of
the grant date.
Seventy-five
percent of the restricted stock awards under the 2007 ELTIP will vest in
one-quarter increments on each of the first, second, third and fourth
anniversaries of the achievement of a “Vesting Trigger Date.” This Vesting
Trigger Date is the first business day following the Company’s achievement of a
specified target for aggregate net income as measured over the previous four
fiscal quarters. If no Vesting Trigger Date occurs before March 1, 2010, this
portion of the restricted stock awards will be immediately forfeited.
The
standard terms applicable to the 2007 ELTIP grants, is attached hereto as
Exhibit 10.1, and is incorporated by reference herein.
The
information in this Form 8-K and the attached exhibits is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
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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Standard
Terms
of Awards for 2007 ELTIP
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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:
March 7, 2007
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Sypris
Solutions, Inc.
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By:
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/s/ John
R. McGeeney
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John
R. McGeeney
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General
Counsel & Secretary
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INDEX
TO EXHIBITS
Exhibit
Number Description
10.1 Standard
terms
of
awards
under the 2007
Special Incentive Executive Award Program.