<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. INDEPENDENT DIRECTORS' STOCK OPTION PLAN

                            (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)          250,000(3)             $18.90                $4,725,000                  $434.70

=========================================================================================================================
(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. Independent  Directors' Stock Option Plan. The
contents of the  Registrant's  Form S-8 Registration  Statements Nos.  33-94544,
333-07195,  333-52593,  and  333-77883 as filed with the  Commission on July 13,
1995,  June 28,  1996,  May 13,  1998,  and May 6, 1999,  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 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. 000-24020);

               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.



                                        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 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


                                        5

<PAGE>  6



                                INDEX TO EXHIBITS


Exhibit Number    Description of Exhibit                                Page


4.1               Certificate of Incorporation of the Registrant,
                  as amended (incorporated by reference to Exhibit
                  4.1 to the Registrant's registration statement
                  on Form S-8 filed May 9, 2002 (No. 333-87880)).

4.2               Bylaws of the Registrant, as amended (incorporated
                  by reference to Exhibit 4.2 to the Registrant's
                  registration statement on Form S-8 filed
                  May 9, 2002 (No. 333-87880)).

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. Independent Directors' Stock    7
                  Option Plan Adopted on October 27, 1994, as Amended
                  and Restated Effective February 26, 2002 (subject
                  to stockholder approval).

5                 Opinion of Wyatt, Tarrant & Combs, LLP.               13

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

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

24                Power of Attorney (precedes signatures).


                                        6
[{"type": "S-8", "sequence": "1", "filename": "sypindstks8.txt", "description": "INDEPENDENT DIRECTORS' STOCK OPTION PLAN", "secsgml_size_bytes": 13321}]
{"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": "333-87882", "film-number": "02639288"}, "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. INDEPENDENT DIRECTORS' STOCK OPTION PLAN

                            (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)          250,000(3)             $18.90                $4,725,000                  $434.70

=========================================================================================================================
(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. Independent  Directors' Stock Option Plan. The
contents of the  Registrant's  Form S-8 Registration  Statements Nos.  33-94544,
333-07195,  333-52593,  and  333-77883 as filed with the  Commission on July 13,
1995,  June 28,  1996,  May 13,  1998,  and May 6, 1999,  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 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. 000-24020);

               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.

                                        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 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

                                        5
6

                                INDEX TO EXHIBITS

Exhibit Number    Description of Exhibit                                Page

4.1               Certificate of Incorporation of the Registrant,
                  as amended (incorporated by reference to Exhibit
                  4.1 to the Registrant's registration statement
                  on Form S-8 filed May 9, 2002 (No. 333-87880)).

4.2               Bylaws of the Registrant, as amended (incorporated
                  by reference to Exhibit 4.2 to the Registrant's
                  registration statement on Form S-8 filed
                  May 9, 2002 (No. 333-87880)).

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. Independent Directors' Stock    7
                  Option Plan Adopted on October 27, 1994, as Amended
                  and Restated Effective February 26, 2002 (subject
                  to stockholder approval).

5                 Opinion of Wyatt, Tarrant & Combs, LLP.               13

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

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

24                Power of Attorney (precedes signatures).

                                        6