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
______________________
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 8, 2005
THE GSI GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
37-0856587
333-43089 (I.R.S. Employer
(Commission File Number) Identification No.)
1004 E. Illinois Street, Assumption, Illinois 62510
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (217) 226-4421
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
As discussed in Item 4.02, the previously issued financial statements of The GSI
Group, Inc. (the "Company") for the years ended December 31, 2003 and 2002 (and
the quarterly periods included therein) should not be relied upon because of
errors believed by management of the Company to exist in those financial
statements and management's belief that a restatement of those financial
statements is likely.
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
As of the date of this Current Report on Form 8-K, the Board of Directors and
Chief Executive Officer of the Company have become aware of information
indicating possible errors in previously issued financial statements and
commenced a review of certain of the Company's accounting policies and
practices, including among other things accounting policies and practices
relating to workers' compensation accrual, inventory, compensation expense
related to employee stock purchases and executive compensation.
Based on the preliminary results of its ongoing review, as of the date of this
Current Report on Form 8-K, the Company, in consultation with its independent
auditors, BKD, LLP, has determined that its previously issued financial
statements for the years ended December 31, 2003, 2002 and 2001 (and the
quarterly periods included therein) contain certain errors and that certain
adjustments may be required to correct such errors. Accordingly, the financial
statements referred to in the preceding sentence should not be relied upon until
such time as the Company is able to quantify such errors and assess those
matters as to which a restatement of its financial statements is needed.
As the Company and BKD, LLP have not yet completed their analyses of all such
matters, the Company is currently unable to determine the amount of any required
adjustments or the periods affected by such errors with certainty. The Company
(in consultation with BKD, LLP) will attempt to conclude these analyses
promptly. At the conclusion of its analyses, the Company will determine those
matters as to which a restatement of its financial statements is needed for the
periods referenced above, although management of the Company believes it is
likely that a restatement will be needed.
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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 hereunto duly authorized.
THE GSI GROUP, INC.
(Registrant)
Date: March 8, 2005 By: /s/ Russell C. Mello
-------------------------
Name: Russell C. Mello
Title: Chief Executive Officer
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