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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/20 Sypris Solutions Inc 10-K 12/31/19 112:9M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 895K
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 40K
3: EX-21 Subsidiaries List HTML 32K
4: EX-23 Consent of Experts or Counsel HTML 31K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
7: EX-32 Certification -- §906 - SOA'02 HTML 33K
25: R1 Document And Entity Information HTML 69K
67: R2 Consolidated Statements of Operations HTML 84K
102: R3 Consolidated Statements of Comprehensive Loss HTML 51K
40: R4 Consolidated Statements of Comprehensive Loss HTML 32K
(Parentheticals)
27: R5 Consolidated Balance Sheets HTML 118K
69: R6 Consolidated Balance Sheets (Parentheticals) HTML 50K
104: R7 Consolidated Statements of Cash Flow HTML 112K
43: R8 Consolidated Statements of Stockholders' Equity HTML 77K
24: R9 Note 1 - Organization and Significant Accounting HTML 93K
Policies
28: R10 Note 2 - Leases HTML 93K
41: R11 Note 3 - Revenue from Contracts with Customers HTML 61K
103: R12 Note 4 - Exit and Disposal Activities HTML 69K
68: R13 Note 5 - Other Income, Net HTML 39K
26: R14 Note 6 - Accounts Receivable HTML 39K
39: R15 Note 7 - Inventory HTML 42K
101: R16 Note 8 - Other Current Assets HTML 41K
66: R17 Note 9 - Property, Plant and Equipment HTML 57K
23: R18 Note 10 - Other Assets HTML 41K
42: R19 Note 11 - Accrued Liabilities HTML 46K
96: R20 Note 12 - Other Liabilities HTML 42K
86: R21 Note 13 - Debt HTML 58K
22: R22 Note 14 - Fair Value of Financial Instruments HTML 34K
62: R23 Note 15 - Employee Benefit Plans HTML 163K
95: R24 Note 16 - Commitments and Contingencies HTML 42K
85: R25 Note 17 - Stock Option and Purchase Plans HTML 101K
21: R26 Note 18 - Stockholders' Equity HTML 70K
61: R27 Note 19 - Income Taxes HTML 128K
97: R28 Note 20 - Loss Per Common Share HTML 53K
84: R29 Note 21 - Segment Data HTML 118K
63: R30 Significant Accounting Policies (Policies) HTML 152K
99: R31 Note 2 - Leases (Tables) HTML 86K
44: R32 Note 3 - Revenue from Contracts with Customers HTML 40K
(Tables)
29: R33 Note 4 - Exit and Disposal Activities (Tables) HTML 71K
64: R34 Note 6 - Accounts Receivable (Tables) HTML 38K
100: R35 Note 7 - Inventory (Tables) HTML 43K
45: R36 Note 8 - Other Current Assets (Tables) HTML 39K
30: R37 Note 9 - Property, Plant and Equipment (Tables) HTML 54K
65: R38 Note 10 - Other Assets (Tables) HTML 40K
98: R39 Note 11 - Accrued Liabilities (Tables) HTML 45K
80: R40 Note 12 - Other Liabilities (Tables) HTML 39K
93: R41 Note 13 - Debt (Tables) HTML 49K
54: R42 Note 15 - Employee Benefit Plans (Tables) HTML 153K
14: R43 Note 17 - Stock Option and Purchase Plans (Tables) HTML 94K
81: R44 Note 18 - Stockholders' Equity (Tables) HTML 69K
94: R45 Note 19 - Income Taxes (Tables) HTML 108K
55: R46 Note 20 - Loss Per Common Share (Tables) HTML 50K
15: R47 Note 21 - Segment Data (Tables) HTML 115K
83: R48 Note 1 - Organization and Significant Accounting HTML 81K
Policies (Details Textual)
91: R49 Note 2 - Leases (Details Textual) HTML 42K
111: R50 Note 2 - Leases - Lease Expense (Details) HTML 41K
76: R51 Note 2 - Leases - Supplemental Cash Flow HTML 36K
Information Related to Leases (Details)
32: R52 Note 2 - Leases - Maturities of Lease Liabilities HTML 70K
(Details)
47: R53 Note 2 - Leases - Future Minimum Annual Lease HTML 71K
Commitment Under Operating Leases (Details)
110: R54 Note 2 - Leases - Information Related to Lease HTML 38K
Terms and Discount Rates (Details)
75: R55 Note 3 - Revenue from Contracts with Customers 1 HTML 50K
(Details Textual)
31: R56 Note 3 - Revenue from Contracts with Customers 2 HTML 34K
(Details Textual)
46: R57 Note 3 - Revenue from Contracts with Customers - HTML 39K
Disaggregation of Revenue (Details)
112: R58 Note 4 - Exit and Disposal Activities (Details HTML 47K
Textual)
74: R59 Note 4 - Exit and Disposal Activities - Summary of HTML 53K
Pre-tax Restructuring Chargers (Details)
20: R60 Note 4 - Exit and Disposal Activities - HTML 37K
Segregation of Assets Held for Sale (Details)
59: R61 Note 5 - Other Income, Net (Details Textual) HTML 50K
90: R62 Note 6 - Accounts Receivable - Accounts Receivable HTML 37K
(Details)
79: R63 Note 7 - Inventory - Inventory Components HTML 42K
(Details)
17: R64 Note 8 - Other Current Assets (Details Textual) HTML 30K
56: R65 Note 8 - Other Current Assets - Other Current HTML 40K
Assets (Details)
87: R66 Note 9 - Property, Plant and Equipment (Details HTML 31K
Textual)
77: R67 Note 9 - Property, Plant and Equipment - Property, HTML 55K
Plant and Equipment Components (Details)
16: R68 Note 10 - Other Assets - Summary of Other Assets HTML 42K
(Details)
60: R69 Note 11 - Accrued Liabilities (Details Textual) HTML 30K
50: R70 Note 11 - Accrued Liabilities - Summary of Accrued HTML 53K
Liabilities (Details)
33: R71 Note 12 - Other Liabilities (Details Textual) HTML 30K
70: R72 Note 12 - Other Liabilities - Other Liabilities HTML 40K
(Details)
105: R73 Note 13 - Debt (Details Textual) HTML 82K
53: R74 Note 13 - Debt - Debt Components (Details) HTML 39K
36: R75 Note 15 - Employee Benefit Plans (Details Textual) HTML 74K
73: R76 Note 15 - Employee Benefit Plans - Components of HTML 44K
Pension Expense (Benefit) (Details)
109: R77 Note 15 - Employee Benefit Plans - Summaries of HTML 106K
Changes in Benefit Obligations and Plan Assets and
of Funded Status of Pension Plans (Details)
48: R78 Note 15 - Employee Benefit Plans - Summary of Fair HTML 59K
Values of Pension Plan Assets (Details)
37: R79 Note 15 - Employee Benefit Plans - Benefits HTML 44K
Expected to be Paid (Details)
51: R80 Note 16 - Commitments and Contingencies (Details HTML 37K
Textual)
34: R81 Note 17 - Stock Option and Purchase Plans (Details HTML 70K
Textual)
71: R82 Note 17 - Stock Option and Purchase Plans - HTML 39K
Estimate Fair Value of Options Granted (Details)
106: R83 Note 17 - Stock Option and Purchase Plans - HTML 56K
Summary of Restricted Stock Activity (Details)
52: R84 Note 17 - Stock Option and Purchase Plans - HTML 70K
Summary of Option Activity (Details)
35: R85 Note 18 - Stockholders' Equity (Details Textual) HTML 35K
72: R86 Note 18 - Stockholders' Equity - Accumulated Other HTML 43K
Comprehensive Loss (Details)
107: R87 Note 18 - Stockholders' Equity - Components of HTML 55K
Accumulated Other Comprehensive Income (Details)
49: R88 Note 19 - Income Taxes (Details Textual) HTML 63K
38: R89 Note 19 - Income Taxes - Components of Income HTML 36K
(Loss) From Continuing Operations Before Taxes
(Details)
19: R90 Note 19 - Income Taxes - Components of Income Tax HTML 61K
Expense (Benefit) Applicable to Continuing
Operations (Details)
58: R91 Note 19 - Income Taxes - Summary of Reconciliation HTML 58K
of Income Tax Expense (Details)
89: R92 Note 19 - Income Taxes - Summary of Deferred HTML 74K
Income Tax Assets and Liabilities (Details)
78: R93 Note 20 - Loss Per Common Share - Reconciliation HTML 58K
of Weighted Average Shares Outstanding Used in
Calculation of Basic and Diluted (Loss) Earnings
Per Common Share (Details)
18: R94 Note 21 - Segment Data (Details Textual) HTML 48K
57: R95 Note 21 - Segment Data - Financial Information HTML 65K
From Reportable Segments - Income Statement
(Details)
88: R96 Note 21 - Segment Data - Financial Information HTML 40K
From Reportable Segments - Balance Sheet (Details)
82: XML IDEA XML File -- Filing Summary XML 211K
92: EXCEL IDEA Workbook of Financial Reports XLSX 97K
8: EX-101.INS XBRL Instance -- sypr-20191231 XML 2.46M
10: EX-101.CAL XBRL Calculations -- sypr-20191231_cal XML 246K
11: EX-101.DEF XBRL Definitions -- sypr-20191231_def XML 1.61M
12: EX-101.LAB XBRL Labels -- sypr-20191231_lab XML 1.32M
13: EX-101.PRE XBRL Presentations -- sypr-20191231_pre XML 1.68M
9: EX-101.SCH XBRL Schema -- sypr-20191231 XSD 245K
108: ZIP XBRL Zipped Folder -- 0001437749-20-005641-xbrl Zip 209K
EXHIBIT 4.2
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2019, Sypris Solutions, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, $0.01 par value per share (“Common Stock”). All references to the “Company,” “we,” “us” and “our” refer to Sypris Solutions, Inc.
The following summary of our capital stock is subject to and qualified in its entirety by reference to our Certification of Incorporation, as amended (our “Charter”) and our Amended and Restated Bylaws (our “Bylaws”), each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit 4.2 is a part. We encourage you to read our Charter and Bylaws and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) for additional information.
Authorized Capital Stock
Our authorized capital stock consists of 30,000,000 shares of Common Stock, 10,000,000 shares of nonvoting common stock, $0.01 par value per share (“Nonvoting Common Stock”), and 1,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). The outstanding shares of Common Stock are fully paid and non-assessable. There are no shares of Nonvoting Common Stock or Preferred Stock currently outstanding.
Classification of the Board of Directors
The Board of Directors is divided into three classes as nearly equal in number as possible and are elected to serve for a term of office expiring at the third succeeding annual meeting of stockholders following their election. In the event of any increase or decrease in the number of authorized directorships, the newly created or eliminated directorships will be apportioned by the Board of Directors among the classes as equally as possible. All directors hold office until the expiration of the term for which elected, and until their respective successors are elected, except in the case of the death, resignation or removal of any director. Whenever, a vacancy occurs on the Board of Directors, a majority of the remaining directors, although less than a quorum, has the power to fill the vacancy by electing a successor director to fill that portion of the unexpired term resulting from the vacancy. Directors elected to fill a vacancy hold office until the term of the class to which they have been elected expires.
Voting Rights
Holders of Common Stock are entitled to one vote per share on all matters voted on by the stockholders, including the election of directors. Our Common Stock does not have cumulative voting rights.
Dividend Rights
Subject to the rights of holders of outstanding shares of Preferred Stock, if any, the holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors in its discretion out of funds legally available for the payment of dividends.
Liquidation Rights
Subject to any preferential rights of outstanding shares of Preferred Stock, holders of Common Stock will share ratably in all assets legally available for distribution to our stockholders in the event of dissolution.
No Other Rights or Preferences
Our Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange rights.
Preferred Stock
The Board of Directors is authorized to issue from time to time up to 1,000,000 shares of Preferred Stock in one or more series and to fix the voting powers, designations, preferences and other special rights, and the qualifications, limitations, and restrictions of each series, without further vote or action by our stockholders. The issuance of any Preferred Stock could dilute the voting power or otherwise adversely affect the rights of the Common Stock.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our Charter provides that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to our corporate secretary.
Generally, to be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 10 days nor more than 60 days prior to the scheduled date of the meeting, regardless of any postponement, deferral or adjournment of that meeting to a later date. Our Charter also specifies requirements as to the form and content of a stockholder’s notice. These provisions may impede stockholders’ ability to bring matters before an annual meeting of stockholders or make nominations for directors at an annual meeting of stockholders.
Anti-Takeover Provisions of Delaware Law
We are subject to the provisions of Section 203 of the DGCL. In general, the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date that the person became an interested stockholder unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the stockholder, and an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior, did own) 15% or more of the corporation’s outstanding voting stock. This provision may have the effect of delaying, deferring or preventing a change in control of us without further action by the stockholders.
Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws
Certain provisions of our Charter and Bylaws concern matters of corporate governance and the rights of stockholders. These provisions, as well as the ability of the Board of Directors to issue shares of Preferred Stock and to set the voting rights, preferences and other terms, may be deemed to have an anti-takeover effect and may discourage takeover attempts not first approved by the Board of Directors, including takeovers which stockholders may deem to be in their best interests. These provisions, together with our classified board structure, also could delay or frustrate the removal of incumbent directors even if the removal of incumbent directors would be considered beneficial to some of our stockholders.
In addition, the following provisions of our Charter and Bylaws could be deemed to have an anti-takeover effect.
No Stockholder Action by Written Consent
No action may be taken by our stockholders without a meeting.
Calling of Special Meetings of Stockholders
Special meetings of stockholders may only be called by the Board of Directors or by stockholders holding not less than 80% of all shares entitled to cast votes at the meeting.
Supermajority Vote to Amend Certain Provisions
The affirmative vote of the holders of not less than 80% of all shares of capital stock of the Company issued and outstanding and entitled to vote is required to amend or repeal, or to adopt any provision inconsistent with the provisions of the Charter regarding the Company’s classified board structure, stockholder action by written consent or the calling of special meetings of stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Computershare Trust Company, N.A
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/19/20 | 8-K | ||
| For Period end: | 12/31/19 | SD | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Sypris Solutions Inc. 10-K 12/31/23 110:10M RDG Filings/FA 3/16/23 Sypris Solutions Inc. 10-K 12/31/22 107:9.2M RDG Filings/FA 3/17/22 Sypris Solutions Inc. 10-K 12/31/21 109:9.3M RDG Filings/FA 3/18/21 Sypris Solutions Inc. 10-K 12/31/20 113:8.8M RDG Filings/FA |