<PAGE>  1

         As filed with the Securities and Exchange Commission on May 6, 1999
                            -------------------------
                              Registration No. 333-

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


                       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.)

                             455 South Fourth Street
                           Louisville, Kentucky 40202
   (Address, including zip code, of Registrant's principal executive offices)
                               -------------------
         SYPRIS SOLUTIONS, INC. INDEPENDENT DIRECTORS' STOCK OPTION PLAN

                            (Full title of the plan)
                               -------------------
                                 JEFFREY T. GILL
                      President and Chief Executive Officer
                             Sypris Solutions, Inc.
                             455 South Fourth Street
                           Louisville, Kentucky 40202
                                 (502) 585-5544
(Name, address, and telephone number, including area code, of agent for service)
                               -------------------
                                   Copies to:
                              ROBERT A. HEATH, ESQ.
                             Wyatt, Tarrant & Combs
                               2800 Citizens Plaza
                           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<F1>       Per Share(<F2>              Price<F2>                    Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value              250,000            $8.0625                 $2,015,625.00                  $560.35
                                                                   
=========================================================================================================================
<F1> Includes  additional shares to prevent dilution resulting from stock splits, stock dividends or similar transactions.

<F2> 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 April 30, 1999.
==========================================================================================================================
</TABLE>



<PAGE>  2



          The contents of the Registrant's Form S-8 Registration Statements Nos.
33-94544,  333-07195,  and  333-52593,  as filed with the Commission on July 13,
1995,  June 28,  1996,  and May 13,  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.




                                        2

<PAGE>  3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.  EXHIBITS.

                  See Index to Exhibits on page 6.



                                        3

<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 29th day of
April, 1999.

                                      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 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 indicated and on the dates indicated.

Signatures                             Title                         Date

/S/ JEFFREY T. GILL        President, Chief Executive          April 29, 1999
Jeffrey T. Gill            Officer and Director


/S/ DAVID D. JOHNSON       Vice President, Treasurer           April 29, 1999
David D. Johnson           and Chief Financial Officer
                           (Principal Financial Officer)


                                        4

<PAGE>  5


/S/ ANTHONY C. ALLEN       Vice President, Controller          April 29, 1999
Anthony C. Allen           and Assistant Secretary
                           (Principal Accounting Officer)


/S/ ROBERT E. GILL         Chairman of the Board              April 29, 1999
Robert E. Gill             and Director


/S/ R. SCOTT GILL          Director                           April 29, 1999   
R. Scott Gill              


/S/ HENRY F. FRIGON        Director                           April 29, 1999  
Henry F. Frigon


/S/ WILLIAM L. HEALEY      Director                           April 29, 1999  
William L. Healey


/S/ ROGER W. JOHNSON       Director                           April 26, 1999  
Roger W. Johnson


/S/ SIDNEY R. PETERSEN     Director                           April 29, 1999  
Sidney R. Petersen


/S/ ROBERT SROKA           Director                           April 29, 1999  
Robert Sroka


                                        5

<PAGE>  6



                                INDEX TO EXHIBITS


Exhibit Number    Description of Exhibit                                Page

    4             Sypris Solutions, Inc. Independent Directors' Stock     7
                  Option Plan Adopted on October 27, 1994, as Amended
                  and Restated Effective February 23, 1999.

    5             Opinion of Wyatt, Tarrant & Combs.                     13

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

    23(b)         Consent of Ernst & Young LLP.                          15

    24            Power of Attorney (precedes signatures).


                                        6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8623}]
{"company-data": {"conformed-name": "SYPRIS SOLUTIONS INC", "cik": "0000864240", "assigned-sic": "3672", "irs-number": "611321992", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77883", "film-number": "99612340"}, "business-address": {"street1": "455 SOUTH FOURTH AVE", "street2": "STE 350", "city": "LOUISVILLE", "state": "KY", "zip": "40202", "phone": "5025855544"}, "mail-address": {"street1": "455 SOUTH FOURTH AVE", "street2": "10901 MALCOLM MCKINLEY DRIVE", "city": "LOUISVILLE", "state": "KY", "zip": "40202"}, "former-company": {"former-conformed-name": "GROUP TECHNOLOGIES CORP", "date-changed": "19940314"}}
1

         As filed with the Securities and Exchange Commission on May 6, 1999
                            -------------------------
                              Registration No. 333-

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

                       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.)

                             455 South Fourth Street
                           Louisville, Kentucky 40202
   (Address, including zip code, of Registrant's principal executive offices)
                               -------------------
         SYPRIS SOLUTIONS, INC. INDEPENDENT DIRECTORS' STOCK OPTION PLAN

                            (Full title of the plan)
                               -------------------
                                 JEFFREY T. GILL
                      President and Chief Executive Officer
                             Sypris Solutions, Inc.
                             455 South Fourth Street
                           Louisville, Kentucky 40202
                                 (502) 585-5544
(Name, address, and telephone number, including area code, of agent for service)
                               -------------------
                                   Copies to:
                              ROBERT A. HEATH, ESQ.
                             Wyatt, Tarrant & Combs
                               2800 Citizens Plaza
                           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(
Price
Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value              250,000            $8.0625                 $2,015,625.00                  $560.35
                                                                   
=========================================================================================================================
Includes  additional shares to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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 April 30, 1999.
==========================================================================================================================
2

          The contents of the Registrant's Form S-8 Registration Statements Nos.
33-94544,  333-07195,  and  333-52593,  as filed with the Commission on July 13,
1995,  June 28,  1996,  and May 13,  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.

                                        2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

                  See Index to Exhibits on page 6.

                                        3
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 29th day of
April, 1999.

                                      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 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 indicated and on the dates indicated.

Signatures                             Title                         Date

/S/ JEFFREY T. GILL        President, Chief Executive          April 29, 1999
Jeffrey T. Gill            Officer and Director

/S/ DAVID D. JOHNSON       Vice President, Treasurer           April 29, 1999
David D. Johnson           and Chief Financial Officer
                           (Principal Financial Officer)

                                        4
5

/S/ ANTHONY C. ALLEN       Vice President, Controller          April 29, 1999
Anthony C. Allen           and Assistant Secretary
                           (Principal Accounting Officer)

/S/ ROBERT E. GILL         Chairman of the Board              April 29, 1999
Robert E. Gill             and Director

/S/ R. SCOTT GILL          Director                           April 29, 1999   
R. Scott Gill              

/S/ HENRY F. FRIGON        Director                           April 29, 1999  
Henry F. Frigon

/S/ WILLIAM L. HEALEY      Director                           April 29, 1999  
William L. Healey

/S/ ROGER W. JOHNSON       Director                           April 26, 1999  
Roger W. Johnson

/S/ SIDNEY R. PETERSEN     Director                           April 29, 1999  
Sidney R. Petersen

/S/ ROBERT SROKA           Director                           April 29, 1999  
Robert Sroka

                                        5
6

                                INDEX TO EXHIBITS

Exhibit Number    Description of Exhibit                                Page

    4             Sypris Solutions, Inc. Independent Directors' Stock     7
                  Option Plan Adopted on October 27, 1994, as Amended
                  and Restated Effective February 23, 1999.

    5             Opinion of Wyatt, Tarrant & Combs.                     13

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

    23(b)         Consent of Ernst & Young LLP.                          15

    24            Power of Attorney (precedes signatures).

                                        6