<PAGE>  1

     As filed with the Securities  and Exchange  Commission on January 8,1999
                             Registration No. 333-
<TABLE>
<CAPTION>
<S>                           <C>                                 <C>   

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


                       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)
                               -------------------
<TABLE>
<CAPTION>
<S>     <C>                                         <C>

     Delaware                                                 61-1321992
   ----------------------------                ----------------------------------------
  (State or other jurisdiction                    (I.R.S. Employer Identification No.)
   of incorporation or organization)
</TABLE>

                             455 South Fourth Street
                           Louisville, Kentucky 40202
   (Address, including zip code, of Registrant's principal executive offices)
                               -------------------
               SYPRIS SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE 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>  

                                          CALCULATION OF REGISTRATION FEE
=============================================================================================
</TABLE>

<TABLE>
<CAPTION>
<S>                      <C>               <C>                <C>                 <C>

                                           Proposed Maximum   Proposed Maximum     Amount of
 Title of  Securities    Amount to be       Offering Price    Aggregate Offering   Registration
   to be Registered       Registered          Per Share<F1>        Price<F1>            Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,            300,000 shares<F2>      $6.94            $2,082,000         $578.80
$.01 par value
===============================================================================================
<FN>
<F1>     Estimated  solely for the purpose of  computing  the  registration  fee
         pursuant to Rule 457. The maximum  offering price per share is based on
         the  average  of the  high and low sale  price of the  Common  Stock as
         reported by the Nasdaq National  Market  on  January 6, 1999,  pursuant
         to Rule 457(h)(1).
<F2>     The  Registrant  also  registers  hereby such  indeterminate  number of
         additional shares as may be required to cover antidilutive  adjustments
         under the Sypris Solutions, Inc. Employee Stock Purchase Plan.
</FN>

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

                                                        Exhibit Index on Page 8.

                                                 
<PAGE>  2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby  incorporates the following documents in
this Registration Statement:

                  (a) Group  Technologies  Corporation's (the predecessor to the
Registrant)  Annual  Report on Form 10-K for the fiscal year ended  December 31,
1997.

                  (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the
quarters ended March 29, 1998, June 28, 1998 and September 27, 1998.

                  (c) The  Registrant's  Current  Report on Form 8-K filed April
14, 1998, as amended by the Registrant's  Current Report on Form 8-K/A filed May
13, 1998.

                  (d) 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,
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  Securities  Exchange Act of 1934,
prior to the filing of a  post-effective  amendment  which indicates that all of
the shares of the Common Stock offered have been sold or which  deregisters  all
of the  shares of Common  Stock  then  remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Article IX of the Registrant's Certificate of Incorporation
("Article IX"), a director of the Registrant  shall not be personally  liable to
the Registrant or its  stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty  of  loyalty  to the  Registrant  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section

                                        2

<PAGE>  3



174 of the Delaware  General  Corporation  Law, or (iv) for any transaction from
which the director derived an improper personal benefit.  Article IX states that
if the Delaware General Corporation Law is amended to authorize corporate action
further  eliminating or limiting the personal  liability of directors,  then the
liability of a director of the Registrant  shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of this section of Article IX by the  stockholders of
the Registrant  shall not adversely affect any right or protection of a director
of the Registrant existing at the time of such repeal or modification.

         Article XI of the Registrant's  Certificate of Incorporation  ("Article
XI") provides that the  Registrant  shall  indemnify and hold  harmless,  to the
fullest  extent  permitted  by  applicable  law as it  presently  exists  or may
hereafter be amended,  any person who was or is made or is threatened to be made
a party,  or is otherwise  involved in any action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (a "proceeding"), by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Registrant or is or was serving at
the  request of the  Registrant  as a  director,  officer,  employee or agent of
another  corporation or of a partnership,  joint venture,  trust,  enterprise or
non-profit  entity,  including  service with respect to employee  benefit plans,
against all liability and loss suffered and expenses reasonably incurred by such
person.  The  Registrant  shall be required to indemnify a person in  connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Registrant.

                  Article XI provides that the Registrant shall pay the expenses
of directors and executive officers of the Registrant,  and may pay the expenses
of all  other  officers,  employees  or agents of the  Registrant,  incurred  in
defending  any  proceeding,  in  advance  of its  final  disposition,  provided,
however, that the payment of expenses incurred by a director,  officer, employee
or agent in advance of the final  disposition  of the  proceeding  shall be made
only upon receipt of an undertaking by the director,  officer, employee or agent
to repay all amounts  advanced if it should be  ultimately  determined  that the
director,  officer,  employee or agent is not entitled to be  indemnified  under
Article XI or otherwise.  If a claim for  indemnification or payment of expenses
under  Article XI is not paid in full  within  sixty days after a written  claim
therefor  has been  received by the Registrant,  the  claimant  may file suit to
recover the unpaid  amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting  such claim. In any such
action the Registrant shall have the burden of proving that the claimant was not
entitled  to  the  requested   indemnification  or  payment  of  expenses  under
applicable law.

                  The rights  conferred  by Article XI shall not be exclusive of
any other rights a claimant may have or acquire under any statute,  provision of
the Certificate of  Incorporation,  bylaws,  agreement,  vote of stockholders or
disinterested directors or otherwise.  The Registrant's  obligation,  if any, to
indemnify  any  person  who was or is  serving  at its  request  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  enterprise  or  non-profit  entity,  shall be reduced by any amount such
person may collect as indemnification from such other corporation,  partnership,
joint  venture,  trust,  enterprise  or  non-profit  enterprise.  Any  repeal or
modification of

                                        3

<PAGE>  4



Article XI shall not  adversely  affect any right or protection of any person in
respect of any act or  omission  occurring  prior to the time of such  repeal or
modification.

                  In addition, the Registrant maintains directors' and officers'
liability  insurance  covering  certain  liabilities  which may be  incurred  by
directors and officers of the Registrant in connection  with the  performance of
their duties.



ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

                  The Exhibits  listed on the Exhibit Index  appearing on page 8
of this Registration Statement are hereby incorporated by reference.

ITEM 9.           UNDERTAKINGS.

                  (a)  The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  registration statement:

                                   (i) To include  any  prospectus  required  by
                           Section 10(a)(3) of the Securities Act of 1933;

                                   (ii) To reflect in the  prospectus any facts
                           or events  arising  after the  effective  date of the
                           registration  statement  (or the  most  recent  post-
                           effective  amendment thereof) which,  individually or
                           in the aggregate,  represent a fundamental  change in
                           the  information   set  forth  in  the   registration
                           statement; and

                                    (iii) To include  any  material  information
                           with  respect  to  the  plan  of   distribution   not
                           previously disclosed in the registration statement or
                           any  material  change  to  such  information  in  the
                           registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and
                  Exchange  Commission by the registrant  pursuant to Section 13
                  or  15(d)  of the  Securities  Exchange  Act of 1934  that are
                  incorporated by reference in the registration statement.

                                        4

<PAGE>  5



                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
                  post-effective   amendment   any  of  the   securities   being
                  registered  which  remain  unsold  at the  termination  of the
                  offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                        5

<PAGE>  6



                                   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 18th day of
December, 1998.

                                          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       December 18, 1998
Jeffrey T. Gill              Officer and Director


/S/ DAVID D. JOHNSON         Vice President, Treasurer        December 18, 1998
David D. Johnson             and Chief Financial Officer
                            (Principal Financial Officer)

<PAGE>  7

/S/ ANTHONY C. ALLEN         Vice President, Controller       December 18, 1998
Anthony C. Allen             and Assistant Secretary
                             (Principal Accounting Officer)

/S/ ROBERT E. GILL           Chairman of the Board            December 18, 1998
Robert E. Gill               and Director


/S/ R. SCOTT GILL            Director                         December 18, 1998
R. Scott Gill


/S/ HENRY F. FRIGON          Director                         December 18, 1998
Henry F. Frigon


/S/ WILLIAM L. HEALEY        Director                         December 18, 1998
William L. Healey


/S/ ROGER W. JOHNSON         Director                         December 18, 1998
Roger W. Johnson


/S/ SIDNEY R. PETERSEN       Director                         December 18, 1998
Sidney R. Petersen


/S/ ROBERT SROKA             Director                         December 18, 1998
Robert Sroka



<PAGE>  8



                                INDEX TO EXHIBITS

EXHIBIT NUMBER        DESCRIPTION OF EXHIBIT                               PAGE

4(a)             Sypris Solutions, Inc. Employee Stock Purchase Plan.        9

4(b)             Certificate of Incorporation of Sypris Solutions, Inc.
                 (incorporated herein by reference to Appendix H to
                 the Prospectus included in Group Technologies
                 Corporation's Registration Statement on Form S-4/A
                 No. 333-20299 filed February 12, 1998).

4(c)             Bylaws of Sypris Solutions, Inc. (incorporated herein
                 by reference to Appendix I to the Prospectus included
                 in Group Technologies Corporation's Registration
                 Statement on Form S-4/A No. 333-20299 filed Febru-
                 ary 12, 1998).


5                Opinion of Wyatt, Tarrant & Combs.                         17

23(a)            Consent of Wyatt, Tarrant & Combs (contained in
                 Exhibit 5).                                                17

23(b)            Consent of Ernst & Young LLP.                              19

24               Power of Attorney (precedes signatures).                    6


<PAGE>  9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20600}]
{"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": "333-70319", "film-number": "99503202"}, "business-address": {"street1": "455 SOUTH FOURTH AVE", "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 January 8,1999
                             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 or other jurisdiction                    (I.R.S. Employer Identification No.)
   of incorporation or organization)
455 South Fourth Street
                           Louisville, Kentucky 40202
   (Address, including zip code, of Registrant's principal executive offices)
                               -------------------
               SYPRIS SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE 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,            300,000 shares
$6.94            $2,082,000         $578.80
$.01 par value
===============================================================================================
Estimated  solely for the purpose of  computing  the  registration  fee
         pursuant to Rule 457. The maximum  offering price per share is based on
         the  average  of the  high and low sale  price of the  Common  Stock as
         reported by the Nasdaq National  Market  on  January 6, 1999,  pursuant
         to Rule 457(h)(1).
The  Registrant  also  registers  hereby such  indeterminate  number of
         additional shares as may be required to cover antidilutive  adjustments
         under the Sypris Solutions, Inc. Employee Stock Purchase Plan.
===============================================================================================
Exhibit Index on Page 8.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby  incorporates the following documents in
this Registration Statement:

                  (a) Group  Technologies  Corporation's (the predecessor to the
Registrant)  Annual  Report on Form 10-K for the fiscal year ended  December 31,
1997.

                  (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the
quarters ended March 29, 1998, June 28, 1998 and September 27, 1998.

                  (c) The  Registrant's  Current  Report on Form 8-K filed April
14, 1998, as amended by the Registrant's  Current Report on Form 8-K/A filed May
13, 1998.

                  (d) 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,
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  Securities  Exchange Act of 1934,
prior to the filing of a  post-effective  amendment  which indicates that all of
the shares of the Common Stock offered have been sold or which  deregisters  all
of the  shares of Common  Stock  then  remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Article IX of the Registrant's Certificate of Incorporation
("Article IX"), a director of the Registrant  shall not be personally  liable to
the Registrant or its  stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty  of  loyalty  to the  Registrant  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section

                                        2
3

174 of the Delaware  General  Corporation  Law, or (iv) for any transaction from
which the director derived an improper personal benefit.  Article IX states that
if the Delaware General Corporation Law is amended to authorize corporate action
further  eliminating or limiting the personal  liability of directors,  then the
liability of a director of the Registrant  shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of this section of Article IX by the  stockholders of
the Registrant  shall not adversely affect any right or protection of a director
of the Registrant existing at the time of such repeal or modification.

         Article XI of the Registrant's  Certificate of Incorporation  ("Article
XI") provides that the  Registrant  shall  indemnify and hold  harmless,  to the
fullest  extent  permitted  by  applicable  law as it  presently  exists  or may
hereafter be amended,  any person who was or is made or is threatened to be made
a party,  or is otherwise  involved in any action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (a "proceeding"), by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Registrant or is or was serving at
the  request of the  Registrant  as a  director,  officer,  employee or agent of
another  corporation or of a partnership,  joint venture,  trust,  enterprise or
non-profit  entity,  including  service with respect to employee  benefit plans,
against all liability and loss suffered and expenses reasonably incurred by such
person.  The  Registrant  shall be required to indemnify a person in  connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Registrant.

                  Article XI provides that the Registrant shall pay the expenses
of directors and executive officers of the Registrant,  and may pay the expenses
of all  other  officers,  employees  or agents of the  Registrant,  incurred  in
defending  any  proceeding,  in  advance  of its  final  disposition,  provided,
however, that the payment of expenses incurred by a director,  officer, employee
or agent in advance of the final  disposition  of the  proceeding  shall be made
only upon receipt of an undertaking by the director,  officer, employee or agent
to repay all amounts  advanced if it should be  ultimately  determined  that the
director,  officer,  employee or agent is not entitled to be  indemnified  under
Article XI or otherwise.  If a claim for  indemnification or payment of expenses
under  Article XI is not paid in full  within  sixty days after a written  claim
therefor  has been  received by the Registrant,  the  claimant  may file suit to
recover the unpaid  amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting  such claim. In any such
action the Registrant shall have the burden of proving that the claimant was not
entitled  to  the  requested   indemnification  or  payment  of  expenses  under
applicable law.

                  The rights  conferred  by Article XI shall not be exclusive of
any other rights a claimant may have or acquire under any statute,  provision of
the Certificate of  Incorporation,  bylaws,  agreement,  vote of stockholders or
disinterested directors or otherwise.  The Registrant's  obligation,  if any, to
indemnify  any  person  who was or is  serving  at its  request  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  enterprise  or  non-profit  entity,  shall be reduced by any amount such
person may collect as indemnification from such other corporation,  partnership,
joint  venture,  trust,  enterprise  or  non-profit  enterprise.  Any  repeal or
modification of

                                        3
4

Article XI shall not  adversely  affect any right or protection of any person in
respect of any act or  omission  occurring  prior to the time of such  repeal or
modification.

                  In addition, the Registrant maintains directors' and officers'
liability  insurance  covering  certain  liabilities  which may be  incurred  by
directors and officers of the Registrant in connection  with the  performance of
their duties.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

                  The Exhibits  listed on the Exhibit Index  appearing on page 8
of this Registration Statement are hereby incorporated by reference.

ITEM 9.           UNDERTAKINGS.

                  (a)  The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  registration statement:

                                   (i) To include  any  prospectus  required  by
                           Section 10(a)(3) of the Securities Act of 1933;

                                   (ii) To reflect in the  prospectus any facts
                           or events  arising  after the  effective  date of the
                           registration  statement  (or the  most  recent  post-
                           effective  amendment thereof) which,  individually or
                           in the aggregate,  represent a fundamental  change in
                           the  information   set  forth  in  the   registration
                           statement; and

                                    (iii) To include  any  material  information
                           with  respect  to  the  plan  of   distribution   not
                           previously disclosed in the registration statement or
                           any  material  change  to  such  information  in  the
                           registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and
                  Exchange  Commission by the registrant  pursuant to Section 13
                  or  15(d)  of the  Securities  Exchange  Act of 1934  that are
                  incorporated by reference in the registration statement.

                                        4
5

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
                  post-effective   amendment   any  of  the   securities   being
                  registered  which  remain  unsold  at the  termination  of the
                  offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        5
6

                                   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 18th day of
December, 1998.

                                          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       December 18, 1998
Jeffrey T. Gill              Officer and Director

/S/ DAVID D. JOHNSON         Vice President, Treasurer        December 18, 1998
David D. Johnson             and Chief Financial Officer
                            (Principal Financial Officer)
7

/S/ ANTHONY C. ALLEN         Vice President, Controller       December 18, 1998
Anthony C. Allen             and Assistant Secretary
                             (Principal Accounting Officer)

/S/ ROBERT E. GILL           Chairman of the Board            December 18, 1998
Robert E. Gill               and Director

/S/ R. SCOTT GILL            Director                         December 18, 1998
R. Scott Gill

/S/ HENRY F. FRIGON          Director                         December 18, 1998
Henry F. Frigon

/S/ WILLIAM L. HEALEY        Director                         December 18, 1998
William L. Healey

/S/ ROGER W. JOHNSON         Director                         December 18, 1998
Roger W. Johnson

/S/ SIDNEY R. PETERSEN       Director                         December 18, 1998
Sidney R. Petersen

/S/ ROBERT SROKA             Director                         December 18, 1998
Robert Sroka
8

                                INDEX TO EXHIBITS

EXHIBIT NUMBER        DESCRIPTION OF EXHIBIT                               PAGE

4(a)             Sypris Solutions, Inc. Employee Stock Purchase Plan.        9

4(b)             Certificate of Incorporation of Sypris Solutions, Inc.
                 (incorporated herein by reference to Appendix H to
                 the Prospectus included in Group Technologies
                 Corporation's Registration Statement on Form S-4/A
                 No. 333-20299 filed February 12, 1998).

4(c)             Bylaws of Sypris Solutions, Inc. (incorporated herein
                 by reference to Appendix I to the Prospectus included
                 in Group Technologies Corporation's Registration
                 Statement on Form S-4/A No. 333-20299 filed Febru-
                 ary 12, 1998).

5                Opinion of Wyatt, Tarrant & Combs.                         17

23(a)            Consent of Wyatt, Tarrant & Combs (contained in
                 Exhibit 5).                                                17

23(b)            Consent of Ernst & Young LLP.                              19

24               Power of Attorney (precedes signatures).                    6
9