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8987391 03218123
UNITED STATES
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): APRIL 6, 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))
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT
(B)
The stockholders of The GSI Group, Inc., a Delaware corporation (the "Company"),
have entered into a Stock Purchase Agreement, dated as of April 6, 2005 (the
"Purchase Agreement"), with GSI Holdings Corp., a Delaware corporation
("Purchaser"), pursuant to which the stockholders of the Company (the "Selling
Stockholders") have agreed to sell all of the issued and outstanding shares of
voting and non-voting common stock of the Company (the "Shares") to Purchaser.
Purchaser is an affiliate of Charlesbank Equity Fund V, Limited Partnership, a
Massachusetts limited partnership ("Charlesbank").
In connection with the consummation of the transaction, it is expected that the
Company will refinance or amend its senior credit facility and its 10 % senior
subordinated notes due 2007.
The consummation of the transaction, which is expected to occur in May 2005, is
subject to customary conditions, including the receipt of any required antitrust
approvals or clearances. The transaction is also subject to the Company and
Purchaser receiving financing.
On April 12, 2005, the Company issued a press release concerning the proposed
transaction, a copy of which is attached as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
Item No. Description.
--------- -----------
99.1 Company press release dated April 12, 2005.
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.
By: /s/ Russell C. Mello_____
----------------------------
Name: Russell C. Mello
Date: April 12, 2005 Title: Chief Executive Officer