Sypris Solutions, Inc.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
(Rule
13e-4)
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:
Robert
A. Heath, Esq.
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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$2,316,006
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$79.52
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*
Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 1,143,058 shares of common stock of Sypris
Solutions, Inc., having an aggregate value of $2,316,006 as of May 14, 2007
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 $30.70 per million dollars
of the value of the transaction.
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¨
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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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¨
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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: ¨
This
Tender Offer Statement on Schedule TO relates to an offer by Sypris Solutions,
Inc., a Delaware corporation (“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
$7.90 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 May 14, 2007 (the “Offer to Exchange”). This document, as it
may be amended or supplemented from time to time, constitutes the “Disclosure
Document” and is filed as Exhibit (a)(1)(a) to this Schedule TO. An “eligible
participant” refers to all persons who are participants of Sypris or one of its
subsidiaries as of May 7, 2007 and remain participants through the date on
which
the Eligible Options are cancelled. To receive a New Option, eligible
participants must remain participants through the date on which the New Options
are granted.
The
information in the Disclosure Document, including all schedules and annexes
to
the Disclosure Document, is incorporated by reference in answer to the items
required in this Schedule TO.
Item 1.
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Summary
Term Sheet.
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The
information set forth under Summary Term Sheet and Frequently Asked Questions
in
the Offer to Exchange is incorporated herein by reference.
Item 2.
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Subject
Company Information.
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(a)
Name and address.
Sypris
is
the issuer of the securities subject to the Exchange Offer, and the address
and
telephone number of its principal executive office is101 Bullitt Lane, Suite
450, Louisville, Kentucky 40222, (502) 329-2000.
(b)
Securities.
The
subject class of securities consists of the Eligible Options. The actual number
of shares of common stock or New Options to be issued in the Exchange Offer
will
depend on the ratio of the Black-Scholes Merton valuations of the Eligible
Options tendered by eligible participants and accepted for exchange and
cancelled, in comparison with the value of the shares of common stock elected
by
eligible participants and/or the Black-Scholes Merton valuations of the New
Options elected by eligible participants, respectively, as applicable on May
14,
2007.
The
information set forth in the Offer to Exchange under the captions “Summary Term
Sheet and Frequently Asked Questions,” and the sections under the caption
“The Offer” entitled “Number of options; expiration date,” “Acceptance of
options or common stock for exchange and issuance of New Options” and “Source
and amount of consideration; terms of common stock or New Options” is
incorporated by reference. As of May 14, 2007, there were issued and
outstanding 1,063,058 Eligible Options.
(c)
Trading market and price.
The
information set forth in the Offer to Exchange in the section under the caption
“The Offer” entitled “Price range of common stock underlying the options” is
incorporated herein by reference.
Item 3.
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Identity
and Background of Filing Person.
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The
filing person is the issuer. The information set forth under Item 2(a) above
and
the information set forth in the Offer to Exchange under “Schedule A.
Information Concerning the Directors and Executive Directors of Sypris
Solutions, Inc.” is incorporated herein by reference.
Item 4.
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Terms
of the Transaction.
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(a)
Material Terms.
The
information set forth in the Offer to Exchange under the captions “Summary Term
Sheet and Frequently Asked Questions” and the sections under the caption “The
Offer” entitled “Eligibility,” “Number of options; expiration date,” “Procedures
for electing to exchange options,” “Withdrawal rights,” “Acceptance of options
for exchange and issuance of common stock or New Options,” “Conditions of the
offer,” “Price range of shares,”
“Source
and amount of consideration; terms of New Options,” “Status of options acquired
by us in the offer; ” “Legal matters; regulatory approvals,” “Material U.S.
federal income tax consequences,” and “Extension of offer; termination;
amendment” is incorporated herein by reference.
(b)
Purchases.
The
information set forth in the Offer to Exchange in the section under the caption
“The Offer” entitled “Interests of directors and executive officers;
transactions and arrangements concerning the options” is incorporated herein by
reference.
Item 5.
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Past
Contacts, Transactions, Negotiations and Agreements.
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(e)
Agreements Involving the Subject Company’s Securities.
The
information set forth in the Offer to Exchange in the section under the caption
“The Offer” entitled “Interests of directors and executive officers;
transactions and arrangements concerning the options” is incorporated herein by
reference.
The
2004
Sypris Equity Plan and related option agreements are attached hereto as Exhibits
(d)(1) and (d)(2), respectively, and contain information regarding the subject
securities. The
Sypris Solutions, Inc. 1994 Stock Option Plan for Key Employees, as amended,
and
the form of related option agreements
are
attached hereto as Exhibits (d)(3) and (d)(4), respectively, and contain
information regarding the subject securities.
Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(a)
Purposes
The
information set forth in the Offer to Exchange under the caption “Summary Term
Sheet and Frequently Asked Questions” and in the section under the caption “The
Offer” entitled “Purpose of the offer” is incorporated herein by reference.
(b)
Use of securities acquired.
The
information set forth in the Offer to Exchange in the sections under the caption
“The Offer” entitled “Acceptance of options for exchange and issuance of common
stock or new options” and “Status of options acquired by us in the offer
is incorporated herein by reference.
(c)
Plans.
The
information set forth in the Offer to Exchange in the sections under the caption
“The Offer” entitled “Purpose of the offer” and “Information concerning Sypris”
is incorporated herein by reference.
Item 7.
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Source
and Amount of Funds or Other Consideration.
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(a)
Source of funds.
The
information set forth in the Offer to Exchange in the section under the caption
“The Offer” entitled “Source and amount of consideration; terms of new options”
is incorporated herein by reference.
(b)
Conditions.
The
offer
is not conditioned on any financing contingency.
(d)
Borrowed funds.
Not
applicable.
Item 8.
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Interest
in Securities of the Subject Company.
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(a)
Securities Ownership.
The
information set forth in the Offer to Exchange in the section under the caption
“The Offer” entitled “Interests of directors and executive officers;
transactions and arrangements concerning the options” is incorporated herein by
reference.
(b)
Securities Transactions.
The
information set forth in the Offer to Exchange in the section under the caption
“The Offer” entitled “Interests of directors and executive officers;
transactions and arrangements concerning the options” is incorporated herein by
reference.
Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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Not
applicable.
Item 10.
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Financial
Statements.
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(a)
Financial Information
The
information set forth in Item 8 of the Company's Annual Report on Form 10-K
for its fiscal year ended December 31, 2006 and the information set forth in
Item 1 of the Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended March 31, 2007 is incorporate herein by reference. The information
set forth in the Offer to Exchange in sections under the caption “The Offer”
entitled “Information concerning Sypris” and “Additional
information” is incorporated herein by reference. Quarterly and current
reports that Sypris files with the Securities and Exchange Commission can also
be accessed electronically on the Securities and Exchange Commission’s website
at http://www.sec.gov.
(b)
Pro Forma Information
Not
applicable.
Item 11.
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Additional
Information.
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(a)
Agreements, Regulatory Requirements and Legal Proceedings.
The
information set forth in the Offer to Exchange in the section under the caption
“The Offer” entitled “Legal matters; regulatory approvals” is incorporated
herein by reference.
(b)
Other Material Information.
Not
applicable.
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 May 14, 2007
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99.(a)(1)(b) |
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Exchange
Offer Letter |
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 2007 Stock Option Exchange
Program
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99.(a)(1)(e)
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Standard
Terms of Awards Granted Employees Under the 2007 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 |
99.(a)(1)(k) |
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Election
Form |
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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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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Item 13.
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Information
Required by Schedule 13E-3.
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Not
applicable.
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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/s/
Jeffrey T.
Gill
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Name: Jeffrey
T.
Gill
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Title: President
and
CEO
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Date:
May
14, 2007
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 May 14, 2007
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99.(a)(1)(b) |
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Exchange
Offer Letter |
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 2007 Stock Option Exchange
Program
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99.(a)(1)(e)
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Standard
Terms of Awards Granted Employees Under the 2007 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 |
99.(a)(1)(k) |
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Election
Form |
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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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