sypristoi33108.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(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:
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*
|
|
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.
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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: ¨
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 optionees 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 (the “New Shares”) 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
Unexercised
Vested Options for New Vested
Shares of Common Stock or New
Vested Options to Purchase Common Stock, dated March 31, 2008 (the
“Offer to Exchange”). The Offer to Exchange, 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 optionee” refers to
all persons who are employees or current Directors of Sypris or one
of its subsidiaries as of March 31, 2008 and remain employees or
current Directors until the date on which the Eligible Options are
cancelled. To receive a New Share or New Option, eligible optionees must
remain employees or current Directors through the date on which the New Shares
or New Options are granted.
The
information in the Offer to Exchange, including all schedules and annexes
thereto, 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" 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 is 101 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 New Shares 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 optionees and accepted for exchange and cancelled, in
comparison with the value of the New Shares elected by eligible optionees and/or
the Black-Scholes Merton valuations of the New Options elected by eligible
optionees, respectively, as applicable, using the last reported closing price of
Sypris common stock as reported on the Nasdaq Global Market, prior to regular
trading hours on March 31, 2008.
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
Eligible Options in exchange for issuance of New Shares or New Options” and
“Source and amount of consideration; terms of New Shares or New
Options” is incorporated by reference. As of March 31, 2008, there were issued
and outstanding 679,553 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 shares" 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 Officers 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 Eligible
Options in exchange for issuance of New Shares or New Options,” “Conditions of
the offer,” “Price range of shares,” “Source and amount of
consideration; terms of New Shares or 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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(a)
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 is attached hereto as Exhibit 99. (d)(1) and
contains 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 Eligible Options in exchange for issuance of
New Shares 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 Shares or
New Options” is incorporated herein by reference.
(b)
Conditions.
The offer
is not conditioned on any financing contingency.
c)
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, 2007 is incorporated 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 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.(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.
Sypris
Solutions, Inc.
/s/
Jeffrey T. Gill
Name: Jeffrey
T. Gill
Title: President
and CEO
Date:
March 31, 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 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.(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’ Registration Statement on Form S-8 (File No.
333-114982) filed with the Commission on April 29,
2004.
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8