SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 6*)
SYPRIS SOLUTIONS,
INC.
(Name of
Issuer)
COMMON STOCK, $.01 PAR
VALUE
(Title of
Class of Securities)
871655
106
(CUSIP
Number)
Jeffrey
T. Gill
101
Bullitt Lane, Suite 450
Louisville,
Kentucky 40223
(502)
329-2000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May 13,
2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO.
– 871655 10 6
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Virginia
G. Gill
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
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3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
Not
applicable
|
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING
S
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2
(e) [ ]
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
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8
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SHARED
VOTING POWER
1,000 (1)
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|
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9
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SOLE
DISPOSITIVE POWER
0
|
|
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10
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SHARED
DISPOSITIVE POWER
1,000
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,000
(1)
|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.005%
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|
14
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TYPE
OF REPORTING PERSON
IN
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(1) See response to Item
5.
Explanatory
Note
THIS
AMENDMENT NO. 6 to the Schedule 13D dated April 9, 1998 (the “Schedule 13D”), as
amended by Amendment No. 1 to the Schedule 13D dated January 15, 1999 (the
Amendment No. 1”) , by Amendment No. 2 to the Schedule 13D dated June 11, 1999
(the “Amendment No. 2”), by Amendment No. 3 to the Schedule 13D dated April 3,
2002 (the “Amendment No. 3”), by Amendment No. 4 to the Schedule 13D
dated April 24, 2002 (the “Amendment No. 4”), and by Amendment No. 5 to the
Schedule 13D dated March 26, 2004 (Amendment No. 5), which were filed with the
Securities and Exchange Commission by Virginia G. Gill (the “Reporting Person”),
and relate to the shares of common stock $.01 par value of Sypris Solutions,
Inc., a Delaware corporation (the “Issuer”), is being filed to amend Items 5 and
6 of Amendments No. 1, No. 2, No. 3, No. 4, No. 5 and the Schedule 13D, as
applicable, to reflect updated holdings for the Reporting Person resulting from
a disposition of the Reporting Person’s beneficial ownership of shares of common
stock, $.01 par value, of the Issuer (the “Common Stock”). As a
result of such disposition, the Reporting Person ceased to be the beneficial
owner of more than five percent of the Common Stock on May 13,
2008.
Item
1. Security
and Issuer.
The class
of equity securities to which this statement relates is the common stock, $.01
par value of the Issuer.
The
Issuer’s principal executive office is located at 101 Bullitt Lane, Suite 450,
Louisville, Kentucky 40222.
Item
5. Interest
in Securities of the Issuer.
|
a.
|
Aggregate
Amount
Beneficially
Owned by
Each
Reporting Person
|
1,000
(0.005%) (1)
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b.
|
Sole
Voting Power:
|
0
|
|
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Shared
Voting Power:
|
1,000
(1)
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|
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Sole
Dispositive Power:
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0
|
|
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Shared
Dispositive Power:
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1,000
(1)
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(1) Includes
500 shares of the Issuer owned by the Reporting Person’s spouse, as to which the
Reporting Person shares voting and dispositive power, and 500 shares of the
Issuer owned by the Reporting Person as to which the Reporting Person’s spouse
shares voting and dispositive power.
As
described in Note 1, above, the Reporting Person shares the power to vote or
direct the disposition of such shares with the Reporting Person’s spouse, Robert
E. Gill, whose residence address and principal occupation is as
follows: 253 Canton Avenue East, Winter Park, Florida 32789, Chairman
of the Board of Sypris Solutions, Inc., 101 Bullitt Lane, Suite 450, Louisville,
Kentucky 40222, a diversified provider of technology-based outsourced services
and specialty products. Robert E. Gill is a citizen of the United
States, and has not been convicted in nor is she a party to a proceeding
described in Item 2(d) or 2 (e).
(c) On
May 13, 2008, in a privately negotiated transaction effected in Louisville,
Kentucky, the Reporting Person and her spouse assigned 30.53746% limited
partnership interests in GFP I, LP, a Delaware family limited partnership, to
their son, Jeffrey T. Gill, in exchange for his unsecured promissory notes
totaling $2,858,335.60. In
a simultaneous transaction, the Reporting Person and her spouse
assigned 30.53746% limited partnership interests in GFP I, LP to their son,
R. Scott Gill, in exchange for his unsecured promissory notes totaling
$2,858,335.60.
GFP I, LP
is the beneficial owner of a total of 3,274,666 shares of Common
Stock. The Reporting Person and her spouse previously reported that
each of them may be deemed to share voting and dispositive power over the shares
held of record by GFP I, LP, with each other and with Jeffrey T. Gill and R.
Scott Gill, on the basis of certain provisions of the limited partnership
agreement of GFP I, LP (the “Partnership Agreement”). As a result of
the disposition of limited partnership interests of GFP I, LP in the two
transactions described above, the Reporting Person and her spouse no longer may
be deemed to share voting and dispositive power over the shares of Common Stock
held of record by GFP I, LP.
(d) Not
applicable.
(e) As
a result of the transactions described in Item 5(c), on May 13, 2008, the
Reporting Person ceased to be the beneficial owner of more than five percent of
the Common Stock of the Issuer.
Item
6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
See Item
5(c), above.
Except as
described in Item 5(c) above, and except with respect to the Partnership
Agreement, which was previously filed as Exhibit 99.1 to this Schedule 13D, the
Reporting Person is not a party to any contract, arrangement, understanding or
relationship (legal or otherwise) with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
/s/ Virginia G.
Gill
Virginia G.
Gill
Date: June 4,
2008
4