<PAGE>  1


    As filed with the Securities and Exchange Commission on May 9, 2002
                              Registration No. 333-

================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                               -------------------
                             SYPRIS SOLUTIONS, INC.
             (Exact name of Registrant as specified in its charter)
                               -------------------

             Delaware                           61-1321992
     ---------------------------- ----------------------------------------
         (State of incorporation) (I.R.S. Employer Identification No.)

                           101 Bullitt Lane, Suite 450
                           Louisville, Kentucky 40222
   (Address, including zip code, of Registrant's principal executive offices)
                               -------------------
         SYPRIS SOLUTIONS, INC. 1994 STOCK OPTION PLAN FOR KEY EMPLOYEES

                            (Full title of the plan)
                               -------------------
                                 JEFFREY T. GILL
                      President and Chief Executive Officer
                             Sypris Solutions, Inc.
                           101 Bullitt Lane, Suite 450
                           Louisville, Kentucky 40222
                                 (502) 329-2000
(Name, address, and telephone number, including area code, of agent for service)
                               -------------------
                                   Copies to:
                              ROBERT A. HEATH, ESQ.
                           Wyatt, Tarrant & Combs, LLP
                            500 West Jefferson Street
                                   Suite 2800
                           Louisville, Kentucky 40202
                                 (502) 589-5235


<TABLE>
<CAPTION>

<S>                        <C>              <C>                     <C>                           <C>
                                                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                             Proposed Maximum          Proposed Maximum             Amount of
 Title of Securities       Amount to be        Offering Price         Aggregate Offering            Registration
   to be Registered        Registered          Per Share(1)              Price(1)                    Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value(2)         1,500,000(3)           $18.90                  $28,350,000                  $2,608.20

=========================================================================================================================
(1) Calculated  in  accordance  with Rule  457(c)  solely  for the  purpose  of computing the amount of the  registration
fee based upon the average of the high and low sale  price for the Common  Stock as  reported  on the  Nasdaq  National
Market on May 3, 2002.
(2) Includes the Series A Preferred Stock purchase rights associated with the Common Stock.
(3) The amount of Common Stock to be registered hereby includes such additional shares as may be issued pursuant to the
anti-dilution provisions of the plan to reflect stock splits, stock dividends or similar transactions pursuant to
Rule 416(a) under the Securities Act of 1933, as amended, without the need of a post-effective amendment.

==========================================================================================================================
</TABLE>


<PAGE>  2




                  This  Registration   Statement  is  for  the  registration  of
additional shares of Common Stock of Sypris Solutions,  Inc. (the  "Registrant")
for issuance  under the Sypris  Solutions,  Inc.  1994 Stock Option Plan for Key
Employees.  The contents of the Registrant's  Form S-8  Registration  Statements
Nos. 33-94546, 333-07199,  333-52589 and 333-62781, as filed with the Commission
on July  13,  1995,  June  28,  1996,  May 13,  1998,  and  September  2,  1998,
respectively,  and the Registrant's  Post-Effective  Amendment No. 1 to Form S-8
Registration  Statements  Nos.  33-94546,  333-07195,  33-94544,  333-07199  and
333-07111, as filed with the Commission on May 13, 1998, are incorporated herein
by  reference.





<PAGE>  3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

               The  following   documents  filed  by  the  Registrant  with  the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  are incorporated  herein
by reference and deemed to be a part hereof:

               1.     The  Registrant's  Annual Report on Form 10-K for the year
ended December 31, 2001 filed January 31, 2002, as amended by Form 10-K/A  filed
February 20, 2002 (Commission File No. 0000-24020);

               2.     The  Registrant's  Quarterly  Report  on Form 10-Q for the
quarter  ended  March 31,  2002  filed  April  29,  2002  (Commission  File  No.
000-24020);

               3.     The  description  of  the Registrant's  common stock, $.01
par value (the "Common Stock"),  which is contained in the Registrant's  current
report on Form 8-K/A filed May 13, 1998,  pursuant to Section 13 of the 1934 Act
(Commission File No. 000-24020), including any amendment or report filed for the
purpose of updating such description; and

               4.     The  description of the  Registrant's  Series  A Preferred
Stock  purchase  rights,  which is  contained in the  Registrant's  registration
statement on Form 8-A filed October 23, 2001  (Commission  File No.  000-24020),
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated by reference  herein and filed prior to the filing hereof
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein modifies or supersedes
such  statement,  and any statement  contained  herein or in any other  document
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained in any other subsequently filed document which also is incorporated by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


Item 8.  Exhibits.

               See  Index  to  Exhibits  on page 6,  which  is  incorporated  by
reference herein.




<PAGE>  4




                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Louisville, State of Kentucky, on the 7th day of May,
2002.

                                        SYPRIS SOLUTIONS, INC.


                                     By:/S/ JEFFREY T. GILL
                                        Jeffrey T. Gill
                                        President and Chief Executive Officer

                               POWERS OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Jeffrey T. Gill,  David D. Johnson and
Anthony C. Allen, and each of them, as his true and lawful  attorney-in-fact and
agent,  with full  power of  substitution,  for him and in his  name,  place and
stead,  in  any  and  all  capacities,  to  sign  any  and  all  amendments  and
post-effective  amendments to this Registration Statement,  and to file the same
with all exhibits thereto,  granting unto said  attorney-in-fact  and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done,  as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


Signatures                             Title                         Date



/S/ JEFFREY T. GILL            President, Chief Executive          May 7, 2002
Jeffrey T. Gill                Officer and Director



/S/ DAVID D. JOHNSON           Vice President, Treasurer           May 7, 2002
David D. Johnson               and Chief Financial Officer
                               (Principal Financial Officer)


                                        4

<PAGE>  5



/S/ ANTHONY C. ALLEN           Vice President, Controller         May 7, 2002
Anthony C. Allen               and Assistant Secretary
                               (Principal Accounting Officer)



/S/ ROBERT E. GILL             Chairman of the Board              May 7, 2002
Robert E. Gill                 and Director



/S/ R. SCOTT GILL              Director                           May 7, 2002
R. Scott Gill



/S/ HENRY F. FRIGON            Director                           May 7, 2002
Henry F. Frigon



/S/ WILLIAM L. HEALEY          Director                           May 7, 2002
William L. Healey



___________________________    Director
Roger W. Johnson



/S/ SIDNEY R. PETERSEN         Director                           May 7, 2002
Sidney R. Petersen



/S/ ROBERT SROKA               Director                           May 7, 2002
Robert Sroka




<PAGE>  6


                                INDEX TO EXHIBITS


Exhibit Number    Description of Exhibit                               Page

4.1               Certificate of Incorporation of the Registrant,        7
                  as amended.

4.2               Bylaws of the Registrant, as amended.                 28

4.3               Specimen common stock certificate (incorporated
                  by reference to Exhibit 4.1 to the Registrant's
                  Form 10-K for the fiscal year ended December
                  31, 1998 filed on March 5, 1999 (Commission
                  File No. 000-24020)).

4.4               Rights Agreement dated as of October 23, 2001
                  between the Registrant and LaSalle Bank National
                  Association, as Rights Agent, including as
                  Exhibit A the Form of Certificate of Designation
                  and as Exhibit B the Form of Right Certificate
                  (incorporated by reference to Exhibit 4.1 to
                  the Registrant's Form 8-K filed on October 23,
                  2001 (Commission File No. 000-24020)).

4.5               Sypris Solutions, Inc. 1994 Stock Option              37
                  Plan for Key Employees Adopted on October
                  27, 1994, as Amended and Restated Effective
                  February 26, 2002 (subject to stockholder
                  approval).

5                 Opinion of Wyatt, Tarrant & Combs, LLP.               46

23(a)             Consent of Wyatt, Tarrant & Combs, LLP (contained in
                  Exhibit 5).

23(b)             Consent of Ernst & Young LLP.                         48

24                Power of Attorney (precedes signatures).
[{"type": "S-8", "sequence": "1", "filename": "syps8opt.txt", "description": "STOCK OPTION PLAN FOR KEY EMPLOYEES", "secsgml_size_bytes": 12778}]
{"company-data": {"conformed-name": "SYPRIS SOLUTIONS INC", "cik": "0000864240", "assigned-sic": "3823", "irs-number": "611321992", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87880", "film-number": "02639226"}, "business-address": {"street1": "101 BULLITT LN", "street2": "STE 450", "city": "LOUISVILLE", "state": "KY", "zip": "40222", "phone": "5023292000"}, "mail-address": {"street1": "101 BULLITT LN", "street2": "STE 450", "city": "LOUISVILLE", "state": "KY", "zip": "40222"}, "former-company": {"former-conformed-name": "GROUP TECHNOLOGIES CORP", "date-changed": "19940314"}}
1

    As filed with the Securities and Exchange Commission on May 9, 2002
                              Registration No. 333-

================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                               -------------------
                             SYPRIS SOLUTIONS, INC.
             (Exact name of Registrant as specified in its charter)
                               -------------------

             Delaware                           61-1321992
     ---------------------------- ----------------------------------------
         (State of incorporation) (I.R.S. Employer Identification No.)

                           101 Bullitt Lane, Suite 450
                           Louisville, Kentucky 40222
   (Address, including zip code, of Registrant's principal executive offices)
                               -------------------
         SYPRIS SOLUTIONS, INC. 1994 STOCK OPTION PLAN FOR KEY EMPLOYEES

                            (Full title of the plan)
                               -------------------
                                 JEFFREY T. GILL
                      President and Chief Executive Officer
                             Sypris Solutions, Inc.
                           101 Bullitt Lane, Suite 450
                           Louisville, Kentucky 40222
                                 (502) 329-2000
(Name, address, and telephone number, including area code, of agent for service)
                               -------------------
                                   Copies to:
                              ROBERT A. HEATH, ESQ.
                           Wyatt, Tarrant & Combs, LLP
                            500 West Jefferson Street
                                   Suite 2800
                           Louisville, Kentucky 40202
                                 (502) 589-5235
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                             Proposed Maximum          Proposed Maximum             Amount of
 Title of Securities       Amount to be        Offering Price         Aggregate Offering            Registration
   to be Registered        Registered          Per Share(1)              Price(1)                    Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value(2)         1,500,000(3)           $18.90                  $28,350,000                  $2,608.20

=========================================================================================================================
(1) Calculated  in  accordance  with Rule  457(c)  solely  for the  purpose  of computing the amount of the  registration
fee based upon the average of the high and low sale  price for the Common  Stock as  reported  on the  Nasdaq  National
Market on May 3, 2002.
(2) Includes the Series A Preferred Stock purchase rights associated with the Common Stock.
(3) The amount of Common Stock to be registered hereby includes such additional shares as may be issued pursuant to the
anti-dilution provisions of the plan to reflect stock splits, stock dividends or similar transactions pursuant to
Rule 416(a) under the Securities Act of 1933, as amended, without the need of a post-effective amendment.

==========================================================================================================================
2

                  This  Registration   Statement  is  for  the  registration  of
additional shares of Common Stock of Sypris Solutions,  Inc. (the  "Registrant")
for issuance  under the Sypris  Solutions,  Inc.  1994 Stock Option Plan for Key
Employees.  The contents of the Registrant's  Form S-8  Registration  Statements
Nos. 33-94546, 333-07199,  333-52589 and 333-62781, as filed with the Commission
on July  13,  1995,  June  28,  1996,  May 13,  1998,  and  September  2,  1998,
respectively,  and the Registrant's  Post-Effective  Amendment No. 1 to Form S-8
Registration  Statements  Nos.  33-94546,  333-07195,  33-94544,  333-07199  and
333-07111, as filed with the Commission on May 13, 1998, are incorporated herein
by  reference.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

               The  following   documents  filed  by  the  Registrant  with  the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  are incorporated  herein
by reference and deemed to be a part hereof:

               1.     The  Registrant's  Annual Report on Form 10-K for the year
ended December 31, 2001 filed January 31, 2002, as amended by Form 10-K/A  filed
February 20, 2002 (Commission File No. 0000-24020);

               2.     The  Registrant's  Quarterly  Report  on Form 10-Q for the
quarter  ended  March 31,  2002  filed  April  29,  2002  (Commission  File  No.
000-24020);

               3.     The  description  of  the Registrant's  common stock, $.01
par value (the "Common Stock"),  which is contained in the Registrant's  current
report on Form 8-K/A filed May 13, 1998,  pursuant to Section 13 of the 1934 Act
(Commission File No. 000-24020), including any amendment or report filed for the
purpose of updating such description; and

               4.     The  description of the  Registrant's  Series  A Preferred
Stock  purchase  rights,  which is  contained in the  Registrant's  registration
statement on Form 8-A filed October 23, 2001  (Commission  File No.  000-24020),
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated by reference  herein and filed prior to the filing hereof
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein modifies or supersedes
such  statement,  and any statement  contained  herein or in any other  document
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained in any other subsequently filed document which also is incorporated by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 8.  Exhibits.

               See  Index  to  Exhibits  on page 6,  which  is  incorporated  by
reference herein.
4

                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Louisville, State of Kentucky, on the 7th day of May,
2002.

                                        SYPRIS SOLUTIONS, INC.

                                     By:/S/ JEFFREY T. GILL
                                        Jeffrey T. Gill
                                        President and Chief Executive Officer

                               POWERS OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Jeffrey T. Gill,  David D. Johnson and
Anthony C. Allen, and each of them, as his true and lawful  attorney-in-fact and
agent,  with full  power of  substitution,  for him and in his  name,  place and
stead,  in  any  and  all  capacities,  to  sign  any  and  all  amendments  and
post-effective  amendments to this Registration Statement,  and to file the same
with all exhibits thereto,  granting unto said  attorney-in-fact  and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done,  as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signatures                             Title                         Date

/S/ JEFFREY T. GILL            President, Chief Executive          May 7, 2002
Jeffrey T. Gill                Officer and Director

/S/ DAVID D. JOHNSON           Vice President, Treasurer           May 7, 2002
David D. Johnson               and Chief Financial Officer
                               (Principal Financial Officer)

                                        4
5

/S/ ANTHONY C. ALLEN           Vice President, Controller         May 7, 2002
Anthony C. Allen               and Assistant Secretary
                               (Principal Accounting Officer)

/S/ ROBERT E. GILL             Chairman of the Board              May 7, 2002
Robert E. Gill                 and Director

/S/ R. SCOTT GILL              Director                           May 7, 2002
R. Scott Gill

/S/ HENRY F. FRIGON            Director                           May 7, 2002
Henry F. Frigon

/S/ WILLIAM L. HEALEY          Director                           May 7, 2002
William L. Healey

___________________________    Director
Roger W. Johnson

/S/ SIDNEY R. PETERSEN         Director                           May 7, 2002
Sidney R. Petersen

/S/ ROBERT SROKA               Director                           May 7, 2002
Robert Sroka
6

                                INDEX TO EXHIBITS

Exhibit Number    Description of Exhibit                               Page

4.1               Certificate of Incorporation of the Registrant,        7
                  as amended.

4.2               Bylaws of the Registrant, as amended.                 28

4.3               Specimen common stock certificate (incorporated
                  by reference to Exhibit 4.1 to the Registrant's
                  Form 10-K for the fiscal year ended December
                  31, 1998 filed on March 5, 1999 (Commission
                  File No. 000-24020)).

4.4               Rights Agreement dated as of October 23, 2001
                  between the Registrant and LaSalle Bank National
                  Association, as Rights Agent, including as
                  Exhibit A the Form of Certificate of Designation
                  and as Exhibit B the Form of Right Certificate
                  (incorporated by reference to Exhibit 4.1 to
                  the Registrant's Form 8-K filed on October 23,
                  2001 (Commission File No. 000-24020)).

4.5               Sypris Solutions, Inc. 1994 Stock Option              37
                  Plan for Key Employees Adopted on October
                  27, 1994, as Amended and Restated Effective
                  February 26, 2002 (subject to stockholder
                  approval).

5                 Opinion of Wyatt, Tarrant & Combs, LLP.               46

23(a)             Consent of Wyatt, Tarrant & Combs, LLP (contained in
                  Exhibit 5).

23(b)             Consent of Ernst & Young LLP.                         48

24                Power of Attorney (precedes signatures).