sypris8k4908.htm
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): April 3, 2008
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Sypris Solutions,
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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0-24020
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61-1321992
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(State or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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101 Bullitt Lane, Suite
450
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Louisville,
Kentucky
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40222
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(Address of Principal
Executive
Offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code: (502) 329-2000
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1 - Registrant’s Business and
Operations
Item 5.02(e) Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain
Officers;
Compensatory Arrangements
of Certain Officers.
On April
3, 2008 Sypris Solutions, Inc. (the "Company") made certain bonus payments to
eligible participants, including the Company's chief executive officer, chief
financial officer and certain other named executive officers, as approved by the
Compensation Committee of the Company’s Board of Directors, and in the case of
the Company’s President and Chief Executive Officer by the full Board of
Directors, in the exercise of their discretion consistent with certain
guidelines adopted in the Company's 2007 Incentive Bonus Plan (the "Plan").
Under the Plan, certain non-binding bonus targets for each participant were
established and approved by the Compensation Committee, based on the Company's
anticipated operating budget, and the participant's objectives for the year. A
target Bonus Pool was to be calculated based fifty percent (50%) on the
Company’s performance to annual operating plan targets for Profit Before Tax
("PBT") and fifty percent (50%) on performance to annual operating plan targets
for Free Cash Flow ("FCF") for the consolidated financial results of the
Company. For each percentage point of achievement greater than eighty percent
(80%) of the PBT target in its annual operating plan, the guidelines allowed the
target bonus pool to be increased in accordance with a schedule. Additional
target bonus dollars could be designated once the consolidated
financial results of the Company achieved eighty percent (80%) of the FCF target
in the annual operating plan. For each percentage point of achievement greater
than eighty percent (80%) of the FCF target in its annual operating plan, the
bonus pool was eligible to be increased in accordance with a schedule. Once a
Bonus Pool is established, each qualified participant is eligible for a Bonus
Award that is equal to the bonus target, subject to an initial discretionary
review by the Company’s President and Chief Executive Officer and final
discretionary reviews by the Compensation Committee, and for any bonus payment
to the President and CEO, by the full Board.
Bonuses
approved and paid on April 3, 2008 to the Company's principal executive officer,
principal financial officer and other named executive officers were as follows:
Jeffrey T. Gill- $150,000; Thomas S. Hatton - $100,000; Richard L. Davis-
$60,000; and John R. McGeeney - $67,500. A copy of the Plan is
attached hereto as Exhibit 10.1 and incorporated by reference
herein.
Item 9.01 Financial Statements and
Exhibits.
(c) Exhibits.
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Exhibit
Number
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Description of
Exhibit
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10.1
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Incentive
Bonus Plan (January 1, 2007-December 31,
2007)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SYPRIS SOLUTIONS,
INC. |
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| Date:
April 9, 2008 |
By: |
/s/ John
R. McGeeney |
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John
R. McGeeney
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General
Counsel and Secretary |
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INDEX TO EXHIBITS
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Exhibit
Number
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Description of
Exhibit
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10.1
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Incentive
Bonus Plan (January 1, 2007-December 31,
2007)
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