UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25 SEC FILE NUMBER
NOTIFICATION OF LATE FILING 333-43089
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CUSIP NUMBER
36229N AC2
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(Check One): []Form 10-K []Form 20-F []Form 11-K [x]Form 10-Q []Form N-SAR
[]Form N-CSR
For Period Ended: SEPTEMBER 30, 2005
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[ ] 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 Instruction (on back page) Before Preparing Form. Please Print or Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
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VERIFIED ANY INFORMATION CONTAINED HEREIN.
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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
THE GSI GROUP, INC.
Full Name of Registrant
Former Name if Applicable
1004 E. ILLINOIS STREET
Address of Principal Executive Office (Street and Number)
ASSUMPTION, ILLINOIS 62510
City, State and Zip Code
PART II -- RULES 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
[x] 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution report on Form 10-D, 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report portion thereof, could not be filed
within the prescribed time period.
The registrant worked diligently to prepare its Form 10-Q for the period
ended September 30, 2005. However, due to the work necessary to complete the
filing and to prepare its Registration Statement on Form S-4 relating to its 12%
Senior Notes due 2013, the registrant was unable to complete such Form 10-Q
within the prescribed time period without unreasonable effort or expense.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
Randall N. Paulfus 217 226-5589
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(Name) (Area Code) (Telephone Number)
notification
(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
1941 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If 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 GSI GROUP, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 15, 2005 By /s/ Randall N. Paulfus
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Randall N. Paulfus
Interim Chief Financial 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.
PART IV - ITEM (3) ATTACHMENT
Based on preliminary information available to management at this point in
time, management believes that revenue for the three-month period ended
September 30, 2005 will be approximately 20.1% higher than for the comparable
period in 2004, and that revenue for the nine-month period ended September 30,
2005 will be approximately 18.8% higher than for the comparable period in 2004.
This increase is due to better pricing in our grain business and growing volumes
in our protein businesses.
While management cannot at this time estimate gross margin, operating
income or net income for the three- and nine-month periods ended September 30,
2005, based on preliminary information available to management at this point in
time, management anticipates that results for these line items, when adjusted
for non-recurring and extraordinary items, will also increase materially from
comparable periods in 2004.
The foregoing information, which is unaudited, is preliminary and is
subject to completion of management's review of the unaudited financial
statements for the three- and nine-month periods ended September 30, 2005.
Readers are cautioned that the preliminary information set forth above could
change as part of the completion of these financial statements. The final
version of this information will be included in the Company's Quarterly Report
on Form 10-Q for such period, which will be filed with the Securities and
Exchange Commission on or before November 21, 2005.