sypris8k4609.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
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): March 31,
2009
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
1.01. Entry into a Material Definitive Agreement.
Effective
as of April 1, 2009, the Company amended its revolving credit facility (the
“Loan Agreement”) and outstanding senior notes (the “Note Agreements”) (the
“Agreements”). The Company, together with its domestic subsidiaries
(Sypris Technologies, Inc., Sypris Technologies Kenton, Inc., Sypris
Technologies Marion, LLC, Sypris Technologies Mexican Holdings, LLC, Sypris Test
& Measurement, Inc., Sypris Data Systems, Inc. and Sypris Electronics, LLC)
(the “Subsidiary Guarantors”) and its current bank group (JPMorgan Chase Bank,
N.A., Bank of America, N.A. and National City Bank (collectively, the “Banks”))
signed the 2009A Amendment to Loan Agreement (the “Loan Amendment”) on March 31,
2009. In addition, the Company, each of the Subsidiary Guarantors and its
current noteholders (The Guardian Life Insurance Company of America, Connecticut
General Life Insurance Company, Life Insurance Company of North America, The
Lincoln National Life Insurance Company and Lincoln Life & Annuity Company
of New York (collectively, the “Noteholders”)) signed the Fourth Amendment to
Note Purchase Agreement (the “Note Amendments”) on March 31, 2009 (the Loan
Amendment and the Note Amendments, collectively, the “Amendments”).
The Loan
Amendment extends the maturity date of the Loan Agreement from October, 2009
through January 15, 2010, while the Note Amendments implement the same maturity
date for the Note Agreements. Under the Amendments the Company has
committed to work closely with its Banks and Noteholders to continue to explore
various strategic alternatives, including financial incentives if the Company
were to refinance the Company’s debt before the maturity date. The
Amendments waive certain violations or potential violations of the Company’s
financial covenants as of December 31, 2008, among others, and substituted new
covenants regarding: quarterly minimum net worth levels, cumulative quarterly
“EBITDAR” levels and monthly minimum liquidity reserves, among
others. The Amendments also commit the Company to obtain the consent
of the Banks and the Noteholders before making any dividend payments and impose
certain fees and interest rate increases. To the extent that marketable
securities or other collateral is sold outside of the ordinary course of
business, the Amendments also provide for certain prepayments to the Banks and
the Noteholders. The Company expects to be able to comply with the
amended covenants. However, no assurances can be given that changing business,
regulatory or economic conditions might not cause the Company to violate one or
more covenants which could result in default or acceleration of any debt under
the Agreements.
Section
3 – Securities and Trading Markets
Item
3.03. Material Modification to Rights of Security
Holders.
The
Company executed the Amendments on March 31, 2009, effective in each case as of
April 1, 2009. Among other things, the Amendments require the Company
to obtain the consent of the Banks and the Noteholders before making any
dividend payments to holders of the Company’s outstanding common stock par value
$.01.
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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Dated:
April 6, 2009
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By:
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/s/ John
R. McGeeney |
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John
R. McGeeney |
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General
Counsel and Secretary |
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