================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 16, 2004
THE GSI GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
333-43089 37-0856587
(Commission File Number) (I.R.S. Employer Identification No.)
1004 E. ILLINOIS STREET, ASSUMPTION, ILLINOIS 62510
(Address of principal executive offices) (Zip Code)
(217)226-4421
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
1
ITEM 5. OTHER EVENTS
On July 8, 2004, Craig Sloan retired as the Chief Executive Officer of The
GSI Group, Inc. (the "Company"). On that date, Mr. Sloan and the Company entered
into a Severance, Non-Compete and Consulting Agreement providing the terms and
conditions of Mr. Sloan's retirement and establishing a three-year period
(subject to extension) during which Mr. Sloan will act as a consultant to the
Company. Pursuant to that agreement, the Company also repurchased a portion of
Mr. Sloan's common stock. The agreement provides that Mr. Sloan will continue to
serve as a director of the Company and as the non-executive Chairman of the
Board. The Board of Directors has elected Russell C. Mello as Chief Executive
Officer of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
( c ) Exhibits.
EXHIBIT
NO. DOCUMENT DESCRIPTION
------- ------------------------------------------------------------------------------------------------------------------
10.7 Severance, Non-Compete and Consulting Agreement between The GSI Group, Inc., and John C. Sloan dated July 8, 2004.
2
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
The GSI Group, Inc.
By: /s/ Russell C. Mello
-----------------------
Chief Executive Officer (Authorized
Signatory)
DATE: JULY 16, 2004
3