8-K

UNITED STATESSECURITIES 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): February 28, 2008
______________

Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-24020	61-1321992
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

101 Bullitt Lane, Suite 450 Louisville, Kentucky	40222
(Address of Principal Executive Offices)	(Zip Code)

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 2 – Financial Information

Item 2.02

Results of Operations and Financial Condition.

On February 28, 2008, Sypris Solutions, Inc. (the “Company”) announced its financial results for the fourth quarter and fiscal year ended December 31, 2007. The full text of the press release is set forth in Exhibit 99 hereto.   The information in this Form 8-K and the attached Exhibit is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 7 – Regulation FD

Item 7.01

Regulation FD Disclosure.

On February 28, 2008, the Company announced its financial results for the fourth quarter and fiscal year ended December 31, 2007 as well as certain other information.  The full text of the press release is set forth in Exhibit 99 hereto.  The Company has also released certain supplemental financial information that can be accessed through the Company’s website at http://www.sypris.com. The information in this Form 8-K and the attached Exhibit as well as the supplemental information referenced above is being furnished pursuant to Item 7.01 “Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit Number	Description of Exhibit
	99	Press release issued February 28, 2008.

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.

Dated:	February 28, 2008	Sypris Solutions, Inc.
		By:	/s/ John R. McGeeney
			John R. McGeeney
			General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
99	Registrant’s press release dated February 28, 2008.

EX-99

Exhibit 99

Sypris Reports Fourth Quarter Results; Declares Quarterly Dividend

LOUISVILLE, Ky.--(BUSINESS WIRE)--Sypris Solutions, Inc. (Nasdaq/NM: SYPR) today reported revenue of $103.7 million for the fourth quarter compared to $109.5 million for the prior year period. The Company reported a net loss of $2.2 million, or $0.12 per share for the fourth quarter compared to a net loss of $1.0 million, or $0.05 per share for the prior year period. The results for the quarter reflect the previously announced settlement agreement with Dana, which contributed $2.1 million to net income, or $0.11 per share.

On February 26, 2008, the Company’s Board of Directors also declared a regular quarterly cash dividend of $0.03 per share. The dividend will be payable on April 10, 2008 to shareholders of record as of March 21, 2008. Sypris Solutions currently has 19.1 million shares outstanding.

For the full year ended December 31, 2007, the Company reported revenue of $435.9 million compared to $497.7 million for the prior year period and a net loss of $2.1 million, or $0.12 per share compared to a net loss of $1.4 million, or $0.08 per share for the same period in 2006. Net income for 2007 includes the impact of the Dana settlement agreement (net of litigation expenses incurred) of $7.5 million, net of taxes, or $0.41 per share.

“The Company’s fourth quarter earnings performance was in line with our expectations,” said Jeffrey T. Gill, president and chief executive officer. “Stronger than anticipated revenue from our Electronics Group contributed to this performance.”

“Orders for our Electronics Group increased 29% compared to the prior year period, driven by a 32% year over year increase in bookings in our Aerospace and Defense segment, while revenue increased by 55%. The strength of this order pattern provides us with important support for achieving double digit growth in the top line of this business during the coming years. Our Test & Measurement segment also posted strong bookings with orders and revenue increasing by 22% and 24%, respectively, compared to the prior year period.”

“Significant progress was made during 2007, laying the groundwork for a recovery during the second half of 2008 as increasing shipments from our Electronics Group combine with a recovery in demand for commercial vehicles. The wind down of program launch support costs, improved product mix and double digit increases in volume are expected to drive an important expansion in margins for our Electronics Group, thereby leading to a more positive outlook for the back half of 2008 and beyond.”

The Industrial Group

Revenue for our Industrial Group was $58.9 million in the fourth quarter compared to $80.6 million for the prior year period as a result of the forecasted decline in commercial truck production. Gross profit for the quarter increased to $3.8 million from $2.1 million for the same period in 2006, primarily as a result of the impact of the Dana settlement and price improvements, partially offset by lower volumes.

The Electronics Group

Revenue for our Electronics Group increased 55.2% to $44.8 million in the fourth quarter compared to $28.9 million in the prior year period. Gross profit for the quarter was $5.8 million compared to $5.7 million for the same period in 2006.

Revenue for the Aerospace & Defense segment increased 73.1% to $31.9 million in the fourth quarter compared to $18.4 million for the prior year period primarily as a result of increased sales of secured communication products, while revenue for the Test & Measurement segment increased 23.6% to $13.0 million compared to $10.5 million for the prior year period. Gross profit for the Aerospace & Defense segment was $2.6 million compared to $3.8 million for the prior year period primarily as a result of increased support costs of new programs and unfavorable product mix across the segment. Gross profit for the Test & Measurement segment increased 63.0% to $3.2 million from $2.0 million in the prior year period due to new business wins in calibration and a favorable product mix in test services.

Outlook

Mr. Gill added, “The forecasted recovery of commercial vehicle production is expected to begin in the fourth quarter of 2008, while our Electronics Group is expected to show continued strong double digit growth and expanding margins during 2008, driven by the launch of new secure programs, improved product mix and continued growth in calibration services.”

“As a result of increased sales from our Electronics Group serving to offset the short-term softness in the commercial vehicle market, we expect revenue for the first quarter of 2008 to be in the range of $102 to $107 million compared to $111.4 million for the first quarter of 2007, while earnings for the first quarter of 2008 are forecasted to be breakeven,at $0.00 earnings per diluted share compared to a loss of $0.01 per share for the first quarter of 2007, and are consistent with the assumptions reflected in our December outlook. Additionally, we expect a use of free cash flow in the range of $8.0 to $10.0 million during first quarter of 2008, down from a use of $10.0 to $12.0 million previously forecasted, as cash flow is expected to be stronger than previously forecast.”

“The revenue forecast for the full year of 2008 remains unchanged from our December outlook and is expected to be in the range of $460 to $480 million compared to $436 million for 2007, which represents an 8% increase in revenue for 2008 at the midpoint of the range. Earnings are forecast to be in the range of $0.05 to $0.10 per diluted share compared to a loss of $0.12 per share for 2007. Excluding any proceeds from the Dana settlement, we expect free cash flow to be breakeven for the year.”

Sypris Solutions is a diversified provider of technology-based outsourced services and specialty products. The Company performs a wide range of manufacturing and technical services, typically under multi-year, sole-source contracts with major corporations and government agencies in the markets for aerospace and defense electronics, truck components and assemblies, and test and measurement services. For more information about Sypris Solutions, visit its Web site at www.sypris.com.

Each “forward-looking statement” herein is subject to serious risks and should not be relied upon, as detailed in our most recent Form 10-K and Form 10-Q and subsequent SEC filings. Briefly, we currently believe that such risks also include: our ability to liquidate our unsecured claims against, and/or equity interests in, Dana at satisfactory valuation levels¹; costs and inefficiencies of restructuring our manufacturing capacity; breakdowns, relocations or major repairs of machinery and equipment; our inability to successfully launch new or next generation programs; impairments, non-recoverability or write-offs of goodwill, assets or deferred costs; the cost, efficiency and yield of our operations and capital investments, including working capital, production schedules, cycle times, scrap rates, injuries, wages, overtime costs, freight or expediting costs; cost and availability of raw materials such as steel, component parts, natural gas or utilities; volatility of our customers’ forecasts, financial conditions, market shares, product requirements or scheduling demands; cyclical or other downturns; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; failure to adequately insure or to identify environmental or other insurable risks; inventory valuation risks including obsolescence, shrinkage, theft, overstocking or underbilling; changes in government or other customer programs; reliance on major customers or suppliers, especially in the automotive or aerospace and defense electronics sectors; revised contract prices or estimates of major contract costs; dependence on, recruitment or retention of key employees; union negotiations; pension valuation, health care or other benefit costs; labor relations; strikes; risks of foreign operations; currency exchange rates; the costs and supply of debt, equity capital, or insurance; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; weaknesses in internal controls; the costs of compliance with our auditing, regulatory or contractual obligations; regulatory actions or sanctions; disputes or litigation, involving customer, supplier, creditor, stockholder, product liability, asbestos-related or environmental claims including potential, pre-existing product liability and unknown warranty claims that were preserved in our settlement agreement with Dana; war, terrorism or political uncertainty; unanticipated or uninsured disasters, losses or business risks; inaccurate data about markets, customers or business conditions; or unknown risks and uncertainties.

¹ We have estimated and recorded our $89.9 million claim against Dana at approximately 85% of its face value or $76.4 million, which represents our right to receive certain distributions of cash and common stock in Dana Holding Corporation (NYSE:DAN), including initial distributions of approximately $6.3 million in cash and 3.1 million shares. Due to market conditions and certain other factors, we believe that the recent trading prices of DAN common stock do not reflect its longer-term value. However, if we sell these shares at such prices or such prices otherwise reflect a decline in value which is deemed to be “other than temporary,” our business, results of operations and financial condition could be materially adversely impacted.

SYPRIS SOLUTIONS, INC.
Financial Highlights
(In thousands, except per share amounts)
		Three Months Ended December 31,
			2007			2006
		(Unaudited)
Revenue		$	103,709		$	109,479
Net loss		$	(2,230	)	$	(973	)
Loss per common share:
	Basic	$	(0.12	)	$	(0.05	)
	Diluted	$	(0.12	)	$	(0.05	)
Weighted average shares outstanding:
	Basic		18,332			18,084
	Diluted		18,332			18,084
		Year Ended
		December 31,
			2007			2006
		(Unaudited)			(Note)
Revenue		$	435,915		$	497,664
Net loss		$	(2,139	)	$	(1,362	)
Loss per common share:
	Basic	$	(0.12	)	$	(0.08	)
	Diluted	$	(0.12	)	$	(0.08	)
Weighted average shares outstanding:
	Basic		18,231			18,079
	Diluted		18,231			18,079
Note: The selected data at December 31, 2006 has been derived from the audited consolidated financial statements at that date and does not include all information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.

Sypris Solutions, Inc.
Consolidated Statements of Operations
(in thousands, except for per share data)
		Three Months Ended						Year Ended
		December 31,						December 31,
			2007			2006			2007			2006
		(Unaudited)						(Unaudited)			(Note)
	Net revenue:
	Industrial Group	$	58,896		$	80,596		$	279,082		$	364,570
	Aerospace & Defense		31,850			18,397			104,505			87,491
	Test & Measurement		12,963			10,486			52,328			45,603
	Electronics Group		44,813			28,883			156,833			133,094
	Total net revenue		103,709			109,479			435,915			497,664
	Cost of sales:
	Industrial Group		55,088			78,510			261,492			346,894
	Aerospace & Defense		29,244			14,647			95,496			73,832
	Test & Measurement		9,761			8,521			39,131			35,848
	Electronics Group		39,005			23,168			134,627			109,680
	Total cost of sales		94,093			101,678			396,119			456,574
	Gross profit:
	Industrial Group		3,808			2,086			17,590			17,676
	Aerospace & Defense		2,606			3,750			9,009			13,659
	Test & Measurement		3,202			1,965			13,197			9,755
	Electronics Group		5,808			5,715			22,206			23,414
	Total gross profit		9,616			7,801			39,796			41,090
	Selling, general and administrative		10,777			8,633			40,517			37,107
	Research and development		820			856			2,821			1,988
	Amortization of intangible assets		70			165			527			645
	Nonrecurring expense (income), net		35			233			(3,246	)		1,485
	Operating loss		(2,086	)		(2,086	)		(823	)		(135	)
	Interest expense, net		1,061			646			3,685			3,708
	Other expense (income), net		16			(141	)		31			(387	)
	Loss before income taxes		(3,163	)		(2,591	)		(4,539	)		(3,456	)
	Income tax benefit		(933	)		(1,618	)		(2,400	)		(2,094	)
	Net loss	$	(2,230	)	$	(973	)	$	(2,139	)	$	(1,362	)
	Loss per common share:
	Basic	$	(0.12	)	$	(0.05	)	$	(0.12	)	$	(0.08	)
	Diluted	$	(0.12	)	$	(0.05	)	$	(0.12	)	$	(0.08	)
	Dividends declared per common share	$	0.03		$	0.03		$	0.12		$	0.12
	Weighted average shares outstanding:
	Basic		18,332			18,084			18,231			18,079
	Diluted		18,332			18,084			18,231			18,079
Note: The statement of operations at December 31, 2006 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.

Sypris Solutions, Inc.
Consolidated Balance Sheets
(in thousands, except for share data)
	December 31,			December 31,
		2007			2006
	(Unaudited)			(Note)
ASSETS
Current assets:
Cash and cash equivalents	$	14,622		$	32,400
Restricted cash		883			1,002
Accounts receivable, net		59,067			59,876
Inventory, net		71,789			74,146
Other current assets		107,132			34,014
Total current assets		253,493			201,438
Property, plant and equipment, net		137,104			155,341
Goodwill		14,277			14,277
Other assets		17,186			7,977
Total assets	$	422,060		$	379,033
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	54,119		$	76,291
Accrued liabilities		41,933			19,430
Current portion of long-term debt		5,000			5,000
Total current liabilities		101,052			100,721
Long-term debt		60,000			55,000
Other liabilities		53,529			13,426
Total liabilities		214,581			169,147
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 975,150 shares authorized; no shares issued
		—			—
Series A preferred stock, par value $0.01 per share, 24,850 shares authorized; no shares issued
		—			—
Common stock, non-voting, par value $0.01 per share, 10,000,000 shares authorized; no shares issued
		—			—
Common stock, par value $0.01 per share, 30,000,000 shares authorized; 19,205,247 shares issued and 19,078,440 outstanding in 2007 and 18,342,243 shares issued and 18,338,484 outstanding in 2006
		192			183
Additional paid-in capital		146,025			143,537
Retained earnings		65,402			69,816
Accumulated other comprehensive loss		(3,943	)		(3,634	)
Treasury stock, 126,807 and 3,759 shares in 2007 and 2006, respectively		(197	)		(16	)
Total stockholders’ equity		207,479			209,886
Total liabilities and stockholders’ equity	$	422,060		$	379,033
Note: The balance sheet at December 31, 2006 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.

Sypris Solutions, Inc.
Consolidated Cash Flow Statements
(in thousands)
	Year Ended
	December 31,
		2007			2006
	(Unaudited)			(Note)
Cash flows from operating activities:
Net loss	$	(2,139	)	$	(1,362	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		29,386			28,782
Noncash compensation expense		1,363			1,034
Deferred income taxes		(6,550	)		(5,079	)
Other noncash items		(14,568	)		1,415
Contributions to pension plans		(392	)		(1,122	)
Changes in operating assets and liabilities:
Accounts receivable		(6,059	)		35,112
Inventory		5,964			5,123
Other current assets		(4,795	)		(7,113	)
Accounts payable		(16,769	)		35
Accrued liabilities		4,055			(4,019	)
Net cash (used in) provided by operating activities		(10,504	)		52,806
Cash flows from investing activities:
Capital expenditures		(10,155	)		(10,326	)
Proceeds from sale of assets		224			92
Changes in nonoperating assets and liabilities		542			(87	)
Net cash used in investing activities		(9,389	)		(10,321	)
Cash flows from financing activities:
Net change in debt under revolving credit agreements		30,000			(20,000	)
Payments on Senior Notes		(25,000	)		—
Debt modification costs		(885	)		(248	)
Cash dividends paid		(2,264	)		(2,193	)
Proceeds from issuance of common stock		264			296
Net cash provided by (used in) financing activities		2,115			(22,145	)
Net (decrease) increase in cash and cash equivalents		(17,778	)		20,340
Cash and cash equivalents at beginning of period		32,400			12,060
Cash and cash equivalents at end of period	$	14,622		$	32,400
Note: The cash flow statement at December 31, 2006 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.

CONTACT:
Sypris Solutions, Inc.
T. Scott Hatton, 502-329-2000
Chief Financial Officer