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): October 26, 2009
______________

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)

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))

Effective as of October 26, 2009, Sypris Solutions, Inc. (the “Company”) amended its revolving credit facility (the “Loan Agreement”) and outstanding senior notes (the “Note Agreements”) (together, the “Credit 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 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 2009B Amendment to Loan Agreement (the “Loan Amendment”) on October 26, 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 Fifth Amendment to Note Purchase Agreement (the “Note Amendments”) on October 26, 2009 (the Loan Amendment and the Note Amendments, collectively, the “Amendments”).

The Loan Amendment extends the maturity date of the Loan Agreement from January 15, 2010 through January 15, 2012, while the Note Amendments implement the same maturity date for the Note Agreements. The Company used certain net proceeds from the sale of Sypris Test & Measurement, Inc. (“STM”) and of the Company’s holdings of Dana Holding Corporation common stock to permanently reduce the lending commitments under the Loan Agreement from $50.0 million to approximately $21.0 million and under the Note Agreements from $30.0 million to approximately $13.3 million. The Amendments waive certain violations or potential violations of the Company’s covenants as of October 26, 2009, and substituted new financial covenants regarding: quarterly minimum net worth and liquidity levels, cumulative quarterly “EBITDAR” levels, cumulative quarterly fixed charge ratios and cumulative quarterly debt to EBITDAR ratios, 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 rates 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.

On October 26, 2009 the Company completed the sale of its wholly owned subsidiary, STM, pursuant to a stock purchase agreement (the “Agreement”) with Textronix Inc. (the “Buyer”). The Company sold all of the outstanding shares of STM stock to the Buyer for $39.0 million of cash consideration ($3.0 million of which was to be held in escrow for up to 18 months in connection with certain customary representations, warranties, covenants and indemnifications of the Company). The Agreement contains customary representations, warranties and covenants of the Seller and the Buyer as further set forth in the Agreement. The Agreement also includes provisions governing the retention by the Seller of certain responsibilities with regard to environmental, tax, intellectual property and other liabilities; transition of employees and responsibility for employee compensation and benefits; information technology, use of trademarks and logos; and post-closing indemnities between the Seller and the Buyer for losses arising from specified events.

The Company executed the Amendments on October 26, 2009, effective in each case as of execution. 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.

Effective as of October 26, 2009, Computershare Trust Company, N.A. (“Computershare”) was appointed to be the successor rights agent for the Company pursuant to a Letter Amendment to the Rights Agreement. In addition to the appointment as successor rights agent, the Company appointed Computershare as transfer agent, registrar, and dividend disbursing agent effective as of October 26, 2009. The addresses and phone numbers to contact Computershare regarding the Company’s shareholder accounts are provided below.

The following pro forma condensed consolidated financial statements of Sypris Solutions, Inc. are included in this Form 8-K:

(i) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended July 5, 2009;

(ii) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 29, 2008;

(iii) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2008; and

(iv) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of July 5, 2009.

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared to illustrate the effect of the sale of the STM segment on Sypris Solutions, Inc.’s historical consolidated results of operations and financial position. The accompanying unaudited condensed consolidated statements of operations give effect to the disposition of STM as if it occurred at the beginning of the fiscal period presented. The unaudited pro forma condensed consolidated balance sheet assumes the sale occurred on July 5, 2009. The actual effect of the sale could differ from the pro forma adjustments presented. However, management believes that the assumptions used and the adjustments made are reasonable under the circumstances and given the information available.

The pro forma information is based on the historical financial statements of STM and Sypris Solutions, Inc. and its subsidiaries after giving effect to the proposed transaction and the assumptions and adjustment in the accompanying notes to the pro forma condensed consolidated financial statements and are not necessarily indicative of the consolidated financial position or results of operations of Sypris Solutions, Inc. that would have actually occurred had the transaction been in effect as of the date or for the periods presented. The unaudited pro forma financial information should be read in conjunction with Sypris Solutions, Inc.’s historical consolidated financial statements, including notes thereto.

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:	October 30, 2009	Sypris Solutions, Inc.

		By:	/s/ John R. McGeeney
			John R. McGeeney
			General Counsel and Secretary

	Sypris Solutions, Inc.
	Unaudited Pro Forma Condensed Consolidated Statements of Operations
	For the Six Months Ended July 5, 2009
	(in thousands, except for per share data)

		As Reported			Disposition of		Pro Forma
		(a)			STM		(b)

	Net revenue:
	Outsourced services	$	127,871		$	22,622	$	105,249
	Products		35,916			4,078		31,838
	Total net revenue		163,787			26,700		137,087
	Cost of sales:
	Outsourced services		126,171			17,500		108,671
	Products		25,646			2,227		23,419
	Total cost of sales		151,817			19,727		132,090
	Gross profit		11,970			6,973		4,997
	Selling, general and administrative		19,834			5,094		14,740
	Research and development		2,200			397		1,803
	Amortization of intangible assets		56			—		56
	Nonrecurring expense, net		3,713			—		3,713

	Operating (loss) income		(13,833	)		1,482		(15,315	)
	Interest expense, net		3,572			1,154		2,418
	Other income, net		(77	)		—		(77	)
	(Loss) income before income taxes		(17,328	)		328		(17,656	)
	Income tax expense		795			128		667
	Net (loss) income	$	(18,123	)	$	200	$	(18,323	)
	Loss per common share:
	Basic	$	(0.98	)			$	(0.99	)
	Diluted	$	(0.98	)			$	(0.99	)

	Weighted average shares outstanding:
	Basic		18,456					18,456
	Diluted		18,456					18,456


(a)	Represents historical condensed consolidated statement of operations as reported by Sypris Solutions, Inc. for the six month period ended July 5, 2009 in its Quarterly Report on Form 10-Q filed with the SEC on August 18, 2009.

(b)	Reflects the elimination of the revenues and expenses of the company’s Test & Measurement segment (STM) from the continuing operations of the company and the elimination of interest expense allocated to the debt required to be paid down as a result of the disposition for the six month period ended July 5, 2009.

Sypris Solutions, Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Six Months Ended June 29, 2008
(in thousands, except for per share data)

		As Reported			Disposition of		Pro Forma
		(a)			STM		(b)

	Net revenue:
	Outsourced services	$	178,236		$	23,864	$	154,372
	Products		38,376			3,398		34,978
	Total net revenue		216,612			27,262		189,350
	Cost of sales:
	Outsourced services		160,431			18,303		142,128
	Products		31,661			1,854		29,807
	Total cost of sales		192,092			20,157		171,935
	Gross profit		24,520			7,105		17,415
	Selling, general and administrative		21,771			5,357		16,414
	Research and development		2,084			354		1,730
	Amortization of intangible assets		129			46		83
	Nonrecurring expense, net		—			—		—
	Operating income		536			1,348		(812	)
	Interest expense, net		1,975			1,010		965
	Other (income) expense, net		(916	)		6		(922	)
	(Loss) income before income taxes		(523	)		332		(855	)
	Income tax expense		27			129		(102	)
	Net (loss) income	$	(550	)	$	203	$	(753	)
	Loss per common share:
	Basic	$	(0.03	)			$	(0.04	)
	Diluted	$	(0.03	)			$	(0.04	)

	Weighted average shares outstanding:
	Basic		18,347					18,347
	Diluted		18,347					18,347


(a)	Represents historical condensed consolidated statement of operations as reported by Sypris Solutions, Inc. for the six month period ended June 29, 2008 in its Quarterly Report on Form 10-Q filed with the SEC on August 7, 2008.

(b)	Reflects the elimination of the revenues and expenses of the company’s Test & Measurement segment (STM) from the continuing operations of the company and the elimination of interest expense allocated to the debt required to be paid down as a result of the disposition for the six month period ended June 29, 2008.

	Sypris Solutions, Inc.
	Unaudited Pro Forma Condensed Consolidated Statements of Operations
	For the Year Ended December 31, 2008
	(in thousands, except for per share data)

		As Reported			Disposition of			Pro Forma
		(a)			STM			(b)

	Net revenue:
	Outsourced services	$	330,433		$	47,335		$	283,098
	Products		80,885			7,878			73,007
	Total net revenue		411,318			55,213			356,105
	Cost of sales:
	Outsourced services		312,820			37,061			275,759
	Products		64,868			4,157			60,711
	Total cost of sales		377,688			41,218			336,470
	Gross profit		33,630			13,995			19,635
	Selling, general and administrative		42,911			10,970			31,941
	Research and development		4,197			797			3,400
	Amortization of intangible assets		213			46			167
	Impairment of goodwill		440			—			440
	Nonrecurring expense, net		45,086			—			45,086
	Operating (loss) income		(59,217	)		2,182			(61,399	)
	Interest expense, net		4,235			2,038			2,197
	Impairment of marketable securities		66,758			—			66,758
	Other expense, net		1,832			234			1,598
	Loss before income taxes		(132,042	)		(90	)		(131,952	)
	Income tax benefit		(1,486	)		(35	)		(1,451	)
	Net loss	$	(130,556	)	$	(55	)	$	(130,501	)
	Loss per common share:
	Basic	$	(7.11	)				$	(7.11	)
	Diluted	$	(7.11	)				$	(7.11	)

	Weighted average shares outstanding:
	Basic		18,365						18,365
	Diluted		18,365						18,365


(a)	Represents historical condensed consolidated statement of operations as reported by Sypris Solutions, Inc. for the year ended December 31, 2008 in its Annual Report on Form 10-K filed with the SEC on March 31, 2009.

(b)	Reflects the elimination of the revenues and expenses of the company’s Test & Measurement segment (STM) from the continuing operations of the company and the elimination of interest expense allocated to the debt required to be paid down as a result of the disposition for the year ended December 31, 2008.

	Sypris Solutions, Inc.
	Unaudited Pro Forma Condensed Consolidated Balance Sheets
	As of July 5, 2009
	(in thousands)
				Disposition of
		As Reported		STM		Pro Forma
		(a)		(b)		Adjustments				Pro Forma
	ASSETS
	Current assets:
	Cash and cash equivalents	$	10,125	$	-	$	-			$	10,125
	Restricted cash		263		-		3,000		(c)		3,263
	Accounts receivable, net		45,394		6,221		-				39,173
	Inventory, net		35,838		1,319		-				34,519
	Other current assets		10,151		481		-				9,670
	Total current assets		101,771		8,021		3,000				96,750
	Investment in marketable securities		5,239		-		-				5,239
	Property, plant and equipment, net		98,051		12,913		-				85,138
	Goodwill		13,837		6,937		-				6,900
	Other assets		11,312		-		-				11,312
	Total assets	$	230,210	$	27,871	$	3,000			$	205,339
	LIABILITIES AND STOCKHOLDERS' EQUITY
	Current liabilities:
	Accounts payable	$	39,955	$	2,069	$	-			$	37,886
	Accrued liabilities		24,169		996		-				23,173
	Notes payable		75,500		-		(34,000	)	(d)		41,500
	Total current liabilities		139,624		3,065		(34,000	)			102,559
	Long-term debt		-		-		-				-
	Other liabilities		45,110		199		-				44,911
	Total liabilities		184,734		3,264		(34,000	)			147,470
	Total stockholders’ equity		45,476		-		12,393		(e)		57,869
	Total liabilities and stockholders’ equity	$	230,210	$	3,264	$	(21,607	)		$	205,339


(a)	Represents historical condensed consolidated balance sheet as reported by Sypris Solutions, Inc. as of July 5, 2009 in its Quarterly Report on Form 10-Q filed with the SEC on August 18, 2009.

(b)	Reflects the elimination of assets and liabilities of the company's Test & Measurement segment (STM) from the balance sheet pursuant to the sale of the business.

(c)	Represents proceeds reserved in escrow from the sale of STM.

(d)	Represents the net cash proceeds from the sale of STM to be used to reduce amounts outstanding under the company's Revolving Credit Agreement and Senior Notes.

(e)	Represents the estimated gain on the sale of STM.

Shareholder Inquiries:		Street Address
Computershare		Computershare
P.O. Box 43078		250 Royall Street
Providence, RI 02940		Canton, MA 02021
Telephone: 800-622-6757

Exhibit Number		Description of Exhibit

99		Press Release issued October 29, 2009.