Sypris Solutions Inc – ‘8-A12G’ on 10/23/01

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  5     23K 

Document Table of Contents

8-A12G
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g)
OF THE SECURITIES EXCHANGE ACT OF 1934

SYPRIS SOLUTIONS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE                                    61-1321992
--------------------------------------------------------------------------------
(State of Incorporation or organization)      (IRS Employer Identification No.) 

101 BULLITT LANE, SUITE 450, LOUISVILLE, KENTUCKY               40222         
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)       

Securities to be registered                                                     
pursuant to Section 12(b) of the Act:                                           

Title of each class                        Name of each exchange on which each  
to be so registered                        class is to  be registered           

None        

If this form relates to the registration of a class of securities pursuant to   
Section 12(b) of the Exchange Act and is effective pursuant to General          
Instruction A.(c), check the following box.                             [ ]     

If this form relates to the registration of a class of securities pursuant to   
Section 12(g) of the Exchange Act and is effective pursuant to General          
Instruction A.(d), check the following box.                             [X]     

Securities Act registration statement file number to which this form relates:   
-------------------                                                             
(if applicable)                                                                 

 Securities to be registered
 pursuant to Section 12(g) of the Act:

 SERIES A PREFERRED STOCK, $.01 PAR VALUE, PURCHASE RIGHTS
--------------------------------------------------------------------------------
(Title of Class)

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ITEM 1.  Description of Registrant's Securities to be Registered.               

                  On  October  23,  2001,  the  Board  of  Directors  of  Sypris
Solutions, Inc. (the "Company") declared a dividend distribution of one right (a
"Right") for each  outstanding  share of common stock,  $.01 par value per share
(the "Common  Stock") of the Company,  to stockholders of record at the close of
business on November 7, 2001 (the "Record  Date").  The description and terms of
the Rights are set forth in a Rights Agreement dated as of October 23, 2001 (the
"Rights Agreement")  between the Company and LaSalle Bank National  Association,
as Rights Agent.                                                                

                  Prior to the  Distribution  Date  (hereinafter  defined),  the
Rights  will be  represented  by the  certificates  for shares of Common  Stock.
Separate  Right  certificates  will be distributed  to  stockholders  as soon as
practicable  after the  Distribution  Date.  The Rights will expire on the tenth
anniversary of the date of the Rights Agreement (the  "Expiration  Date") unless
earlier  redeemed or canceled by the Company as provided below.  Initially,  the
Rights will not be  exercisable.  The Rights will  become  exercisable  upon the
earlier of (a) the tenth  business day (or such later date as may be  determined
by the  Board)  after  such time as the  Company  learns  that a person or group
(including  any  affiliate or associate of such person or group),  other than an
Exempted Person (hereinafter  defined),  has acquired,  or obtained the right to
acquire,  beneficial  ownership of 15% or more of the  outstanding  Common Stock
(such person or group being called an  "Acquiring  Person"),  unless  provisions
intended to prevent accidental triggering of the Rights apply, and (b) the tenth
business day (or such later date as may be  determined  by the Board)  following
the commencement of, or first public  disclosure of an intention to commence,  a
tender or exchange offer for outstanding Common Stock which could result in such
person or group becoming the beneficial  owner of 15% or more of the outstanding
Common Stock (the earlier of such dates being called the  "Distribution  Date").
"Exempted Person" means the following persons: Robert E. Gill, Virginia G. Gill,
Jeffrey T. Gill, R. Scott Gill, GFP, Ltd., a Kentucky limited  partnership,  and
Gill Family Capital Management, Inc., a Kentucky corporation.  "Exempted Person"
also  includes (i) any person who is an immediate  family  member of an Exempted
Person,  and any trust for the benefit of such  immediate  family member or such
Exempted  Person,  which immediate  family member or trust acquires Common Stock
from such Exempted Person (such acquired shares being  "Exempted  Shares"),  and
(ii) any  executor or trustee for the estate of an Exempted  Person,  unless and
until  such  person,  trust  or  executor,  together  with  all  affiliates  and
associates of such person,  trust or executor,  becomes the beneficial  owner of
15% or more of the Common Stock,  excluding Exempted Shares. Each Right shall be
exercisable for 1/1000's of a share of Series A Preferred Stock,  $.01 par value
per share (the "Preferred  Stock") (as described below) at a purchase price (the
"Purchase  Price") of $63.00,  subject to adjustment.  Prior to the Distribution
Date,  the Rights shall be  transferable  only with the related shares of Common
Stock  and shall  automatically  be  transferred  with  such  shares.  After the
Distribution Date, the Rights shall be separately transferable,  and the Company
will provide Right certificates to all holders of Common Stock.                 

                  The terms of the Preferred Stock provide that each 1/1000 of a
share of  Preferred  Stock is entitled to  participate  in  dividends  and other
distributions,  and to vote, on an equivalent  basis with one whole share of the
presently  constituted Common Stock of the Company.  In addition,  the Preferred
Stock has certain minimum dividend and liquidation rights. The amount           

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of Preferred Stock issuable upon exercise of the Rights is subject to adjustment
by the Board of  Directors  of the  Company  in the  event of any  change in the
Common Stock or Preferred  Stock,  whether by reason of stock  dividends,  stock
splits, recapitalizations, mergers, consolidations, combinations or exchanges of
securities,  split-ups,  split-offs,  spin-offs,   liquidations,  other  similar
changes  in  capitalization,  any  distribution  or  issuance  of cash,  assets,
evidences of indebtedness or subscription rights, options or warrants to holders
of Common Stock or Preferred  Stock  (other than  distribution  of the Rights or
regular annual cash dividends) or otherwise.                                    

                  Subject to provisions of the Rights Agreement, at such time as
there is an Acquiring Person,  proper provision shall be made so that the holder
of each Right will thereafter have the right to receive,  upon exercise thereof,
for the Purchase Price, that number of thousandths of a share of Preferred Stock
equal  to the  number  of  shares  of  Common  Stock  which  at the time of such
transaction  would  have a  market  value  of  twice  the  Purchase  Price  (the
"flip-in").  Any  Rights  that are or were  beneficially  owned by an  Acquiring
Person on or after the  Distribution  Date shall  become  null and void.  In the
event the Company is acquired in a merger or other  business  combination  by an
Acquiring  Person that is a publicly  traded  corporation  or 50% or more of the
Company's  assets or assets  representing  50% or more of the Company's  earning
power are sold,  leased,  exchanged  or  otherwise  transferred  (in one or more
transactions) to an Acquiring Person that is a publicly traded corporation, each
Right will (at the  holder's  option)  entitle its holder to  purchase,  for the
Purchase Price,  that number of common shares of such  corporation  which at the
time of the  transaction  would have a market value of twice the Purchase  Price
(the  "flip-over").  In the event the  Company is  acquired in a merger or other
business combination by an Acquiring Person that is not a publicly traded entity
or 50% or more of the Company's assets or assets representing 50% or more of the
earning  power  of  the  Company  are  sold,  leased,   exchanged  or  otherwise
transferred (in one or more  transactions)  to an Acquiring Person that is not a
publicly traded entity, each Right will entitle its holder to purchase,  for the
Purchase  Price,  at such  holder's  option,  (a) that  number of shares of such
entity  (or,  at the  holder's  option,  of the  surviving  corporation  in such
transaction)  that at the time of the  transaction  would have an aggregate book
value of twice the Purchase  Price,  or (b) if such entity has  affiliates  that
have publicly  traded  shares,  that number of shares of the affiliate  with the
greatest  aggregate  market value on the transaction  date, which at the time of
the transaction would have a market value of twice the Purchase Price.          

                  Any Rights that are or were beneficially owned by an Acquiring
Person  on or after the  Distribution  Date  shall  become  null and  void.  The
"flip-over"  provision only applies to a merger or similar business  combination
with an  Acquiring  Person,  and it does  not  apply  to a  merger  or  business
combination with any party which has not triggered the "flip-in" provision.     

                  The Company may temporarily  suspend the exercisability of the
Rights for a period of up to 90  calendar  days after the  Distribution  Date in
order to prepare and file a registration statement with respect to the Preferred
Stock  purchasable  upon exercise of the Rights and to permit such  registration
statement to become effective.                                                  

                  The  Rights  are  redeemable  by the Board of  Directors  at a
redemption  price of $.01 per Right (the  "Redemption  Price") any time prior to
the  earlier  of (a) the  tenth  business  day  (or  such  later  date as may be
determined by the Board) after such time as there is an Acquiring               

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Person,  and (b) the Expiration  Date.  Immediately upon the action of the Board
ordering  the  redemption  of the Rights,  and  without  any further  action and
without any notice, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.         

                  After there is an Acquiring  Person the Board of Directors may
elect to exchange  each Right (other than Rights  owned by an Acquiring  Person)
for  consideration per Right consisting of one-half of the securities that would
be issuable at such time upon the exercise of one Right pursuant to the terms of
the Rights  Agreement (or equivalent  value in cash,  shares of Common Stock, or
other securities).                                                              

                  At any time prior to the  Distribution  Date, the Company may,
without  the  approval  of any  holder of the  Rights,  supplement  or amend any
provision of the Rights Agreement  (including the date on which the Distribution
Date shall occur and the  definition of an  "Acquiring  Person") or the terms of
the Preferred Stock,  except that no supplement or amendment shall be made which
reduces the  Redemption  Price of the Rights or provides  for an earlier date of
expiration of the Rights.                                                       

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.                                      

                  The Rights may have certain anti-takeover  effects. The Rights
will cause  substantial  dilution to a person or group that  attempts to acquire
the Company on terms not  approved  by the Board of  Directors  of the  Company.
However,  the Rights  should  not  interfere  with any merger or other  business
combination  approved by the Board of Directors since the Rights may be redeemed
by the  Company as  described  above.  Accordingly,  the Rights are  intended to
encourage  persons  who may seek to acquire  control of the  Company to initiate
such an acquisition through  negotiations with the Board of Directors.  However,
the effect of the  Rights  may be to  discourage  a third  party  from  making a
partial  tender offer or otherwise  attempting  to obtain a  substantial  equity
position  in the equity  securities  of, or seeking  to obtain  control  of, the
Company.  To the extent any potential  acquirors are deterred by the Rights, the
Rights may have the effect of preserving incumbent management in office.        

                  A copy  of the  Rights  Agreement  has  been  filed  with  the
Securities and Exchange Commission as an exhibit to the Company's Current Report
on Form 8-K dated October 23, 2001 and is incorporated herein by reference.  The
foregoing summary  description of the rights does not purport to be complete and
is qualified in its entirety by reference to such exhibit.                      

ITEM 2   Exhibits.                                                              

 1. Rights Agreement dated as of October 23, 2001 between Sypris
Solutions, Inc. and LaSalle Bank National Association, as Rights Agent, which   
includes as Exhibit A the Form of Certificate of Designation and as Exhibit B   
the Form of Right Certificate, incorporated herein by reference to Exhibit 4.1  
of the Form 8-K of Sypris Solutions, Inc. dated October 23, 2001.               

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 SIGNATURE

                Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.         

              SYPRIS SOLUTIONS, INC.

               By: /S/ JEFFREY T. GILL
                            Jeffrey T. Gill, President and
                     Chief Executive Officer

Date:  October 23, 2001                                                         

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Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		11/7/01		2
Filed on:		10/23/01		2		5			8-K
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