1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark one)
X Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the fiscal year ended December 31, 2002.
____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from ________
to ________.
Commission file number 0-24020
SYPRIS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 61-1321992
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
101 BULLITT LANE, SUITE 450
LOUISVILLE, KENTUCKY 40222
(Address of principal executive offices, including zip code)
(502) 329-2000
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act)
Yes X No ____
As of June 28, 2002, shares of the registrant's common stock held by
non-affiliates (based upon the closing sale price of the registrant's common
stock reported for such date on the Nasdaq National Market), had an aggregate
market value of approximately $101,499,484. As of February 24, 2003, the
registrant had 14,184,538 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be delivered to shareholders in
connection with the Annual Meeting of Stockholders to be held April 29, 2003 are
incorporated by reference into Part III to the extent described therein.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
1. Financial Statements
The financial statements as set forth under Item 8 of this report on
Form 10-K are included.
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
All other consolidated financial statement schedules have been omitted
because the required information is shown in the consolidated financial
statements or notes thereto or they are not applicable.
3. Exhibits
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2 Fourth Amended and Restated Agreement and Plan of Reorganization
dated February 5, 1998 by and among Group Financial Partners,
Inc., Group Technologies Corporation, Bell Technologies, Inc. and
Tube Turns Technologies, Inc. (incorporated by reference to
Appendix A to the Prospectus included in the Company's
Registration Statement on Form S-4/A filed February 12, 1998 (No.
333-20299)).
3.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-8 filed May 9, 2002 (No. 333-87880)).
3.2 Bylaws of the Company (incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-8 filed May 9, 2002
(No. 333-87880)).
4.1 Specimen common stock certificate (incorporated by reference to
Exhibit 4.1 to the Company's Form 10-K for the fiscal year ended
December 31, 1998 filed on March 5, 1999).
4.2 Rights Agreement dated as of October 23, 2001 between the Company
and LaSalle Bank National Association, as Rights Agent, including
as Exhibit A the Form of Certificate of Designation and as Exhibit
B the Form of Right Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Form 8-K filed on October 23, 2001
(Commission File No. 000-24020)).
10.1 Purchase and Sale Agreement among Honeywell Inc., Defense
Communications Products Corporation (prior name of Group
Technologies Corporation) and Group Financial Partners, Inc. dated
May 21, 1989 (incorporated by reference to Exhibit 10.18 to the
Company's Registration Statement on Form S-1 filed May 18, 1994
(Registration No. 33-76326)).
10.2 Purchase and Sale Agreement among Alliant Techsystems Inc., MAC
Acquisition I, Inc. and Group Technologies Corporation dated
December 31, 1992 (incorporated by reference to Exhibit 10.16 to
the Company's Registration Statement on Form S-1 filed May 18,
1994 (Registration No. 33-76326)).
10.3 Purchase and Sale Agreement among Philips Electronic North America
Corporation and Group Technologies Corporation dated June 25, 1993
(incorporated by reference to Exhibit 10.17 to the Company's
Registration Statement on Form S-1 filed May 18, 1994
(Registration No. 33-76326)).
10.4 Stock and Asset Purchase and Sale Agreement among Group
Technologies Corporation, Group Technologies Mexican Holding
Company, SCI Systems, Inc., SCI Systems de Mexico S.A. de C.V. and
SCI Holdings, Inc. dated June 30, 1997 (incorporated by reference
to Exhibit 2.1 to the Company's Form 8-K filed on July 15, 1997
(Commission File No. 000-24020)).
10.5 Asset Purchase Agreement among Datatape Incorporated, Delta Tango,
Inc., Metrum-D, Inc., Impactdata, Inc. and M. Stuart Millar dated
November 12, 1997 (incorporated by reference to Exhibit 2.11 to
the Company's Form 10-Q for the quarterly period ended June 28,
1998 filed on August 4, 1998 (Commission File No. 000-24020)).
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EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.6 Asset Purchase Agreement dated April 6, 2001 by and between Tube
Turns Technologies, Inc. and Dana Corporation as amended by a
First Amendment dated May 4, 2001 and as amended by a Second
Amendment on May 15, 2001 (incorporated by reference to Exhibit
2.1 to the Company's Form 10-Q for the quarterly period ended June
30, 2001 filed on July 30, 2001 (Commission File No. 000-24020)).
10.7 1999 Amended and Restated Loan Agreement between Bank One,
Kentucky, NA, Sypris Solutions, Inc., Bell Technologies, Inc.,
Tube Turns Technologies, Inc., Group Technologies Corporation and
Metrum-Datatape, Inc. dated October 27, 1999 (incorporated by
reference to Exhibit 10.1 to the Company's Form 10-K for the
fiscal year ended December 31, 1999 filed on February 25, 2000
(Commission File No. 000-24020)).
10.7.1 2000A Amendment to Loan Documents between Bank One, Kentucky, NA,
Sypris Solutions, Inc., Bell Technologies, Inc., Tube Turns
Technologies, Inc., Group Technologies Corporation and
Metrum-Datatape, Inc. dated November 9, 2000 (incorporated by
reference to Exhibit 10.6.1 to the Company's Form 10-K for the
fiscal year ended December 31, 2000 filed on March 2, 2001
(Commission File No. 000-24020)).
10.7.2 2001A Amendment to Loan Documents between Bank One, Kentucky, NA,
Sypris Solutions, Inc., Bell Technologies, Inc., Tube Turns
Technologies, Inc., Group Technologies Corporation and
Metrum-Datatape, Inc. dated February 15, 2001 (incorporated by
reference to Exhibit 10.6.2 to the Company's Form 10-Q for the
quarterly period ended April 1, 2001 filed on April 30, 2001
(Commission File No. 000-24020)).
10.7.3 2002A Amendment to Loan Documents between Bank One, Kentucky, NA,
Sypris Solutions, Inc., Sypris Test & Measurement, Inc., Sypris
Technologies, Inc., Sypris Electronics, LLC, Sypris Data Systems,
Inc. and Sypris Technologies Marion, LLC dated December 21, 2001
(incorporated by reference to Exhibit 10.6.3 to the Company's Form
10-K for the fiscal year ended December 31, 2001 filed on January
31, 2002 (Commission File No. 000-24020)).
10.7.4 2002B Amendment to Loan Documents between Bank One, Kentucky, NA,
Sypris Solutions, Inc., Sypris Test & Measurement, Inc., Sypris
Technologies, Inc., Sypris Electronics, LLC, Sypris Data Systems,
Inc. and Sypris Technologies Marion, LLC dated July 3, 2002
(incorporated by reference to Exhibit 10.25 to the Company's Form
10-Q for the quarterly period ended June 30, 2002 filed on July
29, 2002 (Commission File No. 000-24020)).
10.8 Lease between John Hancock Mutual Life Insurance Company and
Honeywell, Inc. dated April 27, 1979; related Notice of Assignment
from John Hancock Mutual Life Insurance Company to Sweetwell
Industrial Associates, L.P., dated July 10, 1986; related
Assignment and Assumption of Lease between Honeywell, Inc. and
Defense Communications Products Corporation (prior name of Group
Technologies Corporation) dated May 21, 1989; and related
Amendment I to Lease Agreement between Sweetwell Industries
Associates, L.P. and Group Technologies Corporation dated October
25, 1991, regarding Tampa industrial park property (incorporated
by reference to Exhibit 10.2 to the Company's Registration
Statement on Form S-1 filed May 18, 1994 (Registration No.
33-76326)).
10.8.1 Agreement related to Fourth Renewal of Lease between Sweetwell
Industries Associates, L.P. and Group Technologies Corporation
dated November 1, 2000, regarding Tampa industrial park property
(incorporated by reference to Exhibit 10.8.1 to the Company's Form
10-K for the fiscal year ended December 31, 2000 filed on March 2,
2001 (Commission File No. 000-24020)).
10.9 Lease between Metrum-Datatape, Inc. (assignee of Metrum, Inc.) and
Alliant Techsystems, Inc. dated March 29, 1993 and amended July
29, 1993, May 2, 1994, November 14, 1995, December 4, 1996 and
February 12, 1998 regarding 4800 East Dry Creek Road Property
(incorporated by reference to Exhibit 10.25 to the Company's Form
10-Q for the quarterly period ended June 28, 1998 filed on August
4, 1998 (Commission File No. 000-24020)).
10.10 Sublease between Pharmacia & Upjohn Company and Metrum-D, Inc.
dated November 14, 1997 (incorporated by reference to Exhibit
10.26 to the Company's Form 10-Q for the quarterly period ended
June 28, 1998 filed on August 4, 1998 (Commission File No.
000-24020)).
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EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.10.1 Amendment of Sublease between Pharmacia & Upjohn Company and
Metrum-Datatape, Inc. dated August 6, 1998 (incorporated by
reference to Exhibit 10.10.1 to the Company's Form 10-K for the
fiscal year ended December 31, 2000 filed on March 2, 2001
(Commission File No. 000-24020)).
10.11* Sypris Solutions, Inc. Stock Option Plan, Restated effective
December 17, 1996, dated January 22, 1990 (incorporated by
reference to Exhibit 10.22.2 to the Company's Form 10-K for the
fiscal year ended December 31, 1996 filed on March 31, 1997
(Commission File No. 000-24020)).
10.12* Sypris Solutions, Inc. 1994 Stock Option Plan for Key Employees as
Amended and Restated effective December 18, 2002.
10.13* Sypris Solutions, Inc. Share Performance Program For Stock Option
Grants dated July 1, 1998 (incorporated by reference to Exhibit
10.28 to the Company's Form 10-Q for the quarterly period ended
June 28, 1998 filed on August 4, 1998 (Commission File No.
000-24020)).
10.14* Sypris Solutions, Inc. Independent Directors' Stock Option Plan as
Amended and Restated effective February 26, 2002 (incorporated by
reference to Exhibit 4.5 to the Company's Form S-8 filed on May 9,
2002 (Registration No. 333-87882)).
10.15* Sypris Solutions, Inc. Independent Directors Compensation Program
Amended and Restated on May 7, 2002, dated September 1, 1995
(incorporated by reference to Exhibit 10.24 to the Company's Form
10-Q for the quarterly period ended June 30, 2002 filed on July
29, 2002 (Commission File No. 000-24020)).
10.16* Sypris Solutions, Inc. Executive Bonus Plan, effective as of
January 2, 2001 (incorporated by reference to Exhibit 10.19 to the
Company's Form 10-K for the fiscal year ended December 31, 2000
filed on March 2, 2001 (Commission File No. 000-24020)).
10.17* Sypris Solutions, Inc. Executive Bonus Plan, effective as of
January 2, 2002, executed on or after April 1, 2002 (incorporated
by reference to Exhibit 10.21 to the Company's Form 10-Q for the
quarterly period ended March 31, 2002 filed on April 29, 2002
(Commission File No. 000-24020)).
10.18* Employment Agreement by and between Metrum-Datatape, Inc. and G.
Darrell Robertson dated February 28, 2000 (incorporated by
reference to Exhibit 10.20 to the Company's Form 10-K for the
fiscal year ended December 31, 2000 filed on March 2, 2001
(Commission File No. 000-24020)).
10.19 Underwriting Agreement dated March 20, 2002 among Sypris
Solutions, Inc., Needham & Company, Inc. and A.G. Edwards & Sons,
Inc. (incorporated by reference to Exhibit 10.20 to the Company's
Form 10-Q for the quarterly period ended March 31, 2002 filed on
April 29, 2002 (Commission File No. 000-24020)).
21** Subsidiaries of the Company
23** Consent of Ernst & Young LLP
99.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350).
* Management contract or compensatory plan or arrangement.
**Previously filed.
(b) Reports on Form 8-K.
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized, on March 21,
2003.
SYPRIS SOLUTIONS, INC.
(Registrant)
/S/ JEFFREY T. GILL
(Jeffrey T. Gill)
President and Chief Executive Officer
CERTIFICATIONS
I, Jeffrey T. Gill, certify that:
1. I have reviewed this annual report on Form 10-K/A of Sypris Solutions,
Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
and we have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared,
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"), and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors:
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: MARCH 21, 2003 By: /s/ JEFFREY T. GILL
Jeffrey T. Gill
President & Chief Executive Officer
6
I, David D. Johnson, certify that:
1. I have reviewed this annual report on Form 10-K/A of Sypris Solutions,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
and we have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared,
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"), and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors:
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: MARCH 21, 2003 By: /s/ DAVID D. JOHNSON
David D. Johnson
Vice President & Chief Financial Officer
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SCHEDULE II
SYPRIS SOLUTIONS, INC.
VALUATION AND QUALIFYING ACCOUNTS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
--------- -------- -------- ---------- ------
(IN THOUSANDS)
Allowance for doubtful accounts:
Year ended December 31, 2002............... $ 775 $ 231 $ -- $ (483) (1) $ 523
Year ended December 31, 2001............... $ 679 $ 122 $ -- $ (26) (1) $ 775
Year ended December 31, 2000............... $ 670 $ 18 $ -- $ (9) (1) $ 679
Reserve for inactive, obsolete and unsalable inventory:
Year ended December 31, 2002............... $ 3,921 $ 727 $ -- $ (207)(2) $ 4,441
Year ended December 31, 2001............... $ 3,004 $ 432 $ 500 (3) $ (15)(2) $ 3,921
Year ended December 31, 2000............... $ 2,669 $ 453 $ -- $ (118)(2) $ 3,004
(1) Uncollectible accounts written off.
(2) Inactive, obsolete and unsalable inventory written off.
(3) Excess and obsolete reserve assumed in acquisition.