UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 333-43089
(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form
10-Q
[_] Form N-SAR [_] Form N-CSR
For period ended December 31, 2004
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the transition period ended
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant The GSI Group, Inc.
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Former name if applicable
Address of principal executive office (Street and number) 1004 East
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Illinois Street
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City, state and zip code Assumption, Illinois 62510
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PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the subject
quarterly report or
[X] transition report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why the Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
On March 8, 2005, The GSI Group, Inc. (the "Company") filed with the
Securities and Exchange Commission a Current Report on Form 8-K (the "Report")
announcing that the previously issued financial statements of the Company for
the years ended December 31, 2003, 2002 and 2001 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 was likely. These possible errors relate to, as discussed
in further detail in the Report, the Company's accounting policies and practices
relating to, among other things, workers' compensation accrual, inventory,
compensation expense related to employee stock purchases and executive
compensation.
Because of the additional time required to quantify the adjustments and
determine the periods affected by such errors with respect to the periods to be
presented in the Company's Form 10-K for the period ended December 31, 2004 (the
"Form 10-K"), the Company cannot file its Form 10-K on or before March 31, 2005
without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Russell C. Mello (217) 226-4421
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [_] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company expects that it will report a significantly lower net loss for
the year ended December 31, 2004 as compared to the year ended December 31,
2003. As discussed in further detail in the Report, the Company is currently
engaged in a review of certain of its accounting policies and practices, and
until the Company completes this review, it will be unable to make a reasonable
estimate of its operating results for the year ended December 31, 2004.
The GSI Group, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 2005 By /s/ Russell C. Mello
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Russell C. Mello
Chief Executive Officer
Instruction: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title
of the person signing the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).