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
February 13, 2006
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(Date of Report - Date of earliest event reported)
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THE GSI GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE
(State or Other Jurisdiction of Incorporation)
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333-43089 37-0856587
(Commission File Number) (IRS Employer Identification No.)
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1004 E. ILLINOIS STREET
ASSUMPTION, ILLINOIS 62510
(Address of Principal Executive Offices) (Zip Code)
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(217) 226-4421
(Registrant's Telephone Number, Including Area Code)
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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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) On February 16, 2006, the Company entered into an Executive
Severance and Restrictive Covenant Agreement, dated as of February 13, 2006,
with John W. Henderson (the "Henderson Agreement") in connection with his
appointment as Chief Financial Officer. Under such agreement, Mr. Henderson is
employed at-will, will receive an annual base salary of $200,000 and will be
eligible to receive discretionary annual performance bonuses as determined by
the Company's Board of Directors. Mr. Henderson will be entitled to participate
in benefit plans and programs maintained by the Company from time to time and
generally made available to its senior executive officers. The Company has also
agreed to indemnify Mr. Henderson from certain liability that he may incur in
connection with his employment by the Company. Such agreement includes
provisions that prohibit Mr. Henderson from competing with or soliciting clients
of the Company during his employment period and for a period of 12 months
thereafter, soliciting employees of the Company during his employment period and
for a period of three years thereafter or disclosing confidential information of
the Company or its subsidiaries or affiliates. In addition, such agreement
imposes certain obligations on the Company upon the termination of Mr.
Henderson's employment, including, under certain circumstances, the payment of
severance and the continuation of benefits for a period of one year and the
continued vesting and exercisability of certain equity based compensation. In
the event of the breach by Mr. Henderson of any of the restrictive covenants
described above, Mr. Henderson will forfeit certain severance payments, equity
based compensation and amounts received in connection with such equity based
compensation. A copy of the Henderson Agreement is attached to this Current
Report on Form 8-K as Exhibit 10.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(b) (c) Effective February 13, 2006, John W. Henderson, age 42, has joined
The GSI Group, Inc. (the "Company") as its Chief Financial Officer, replacing
Robert E. Girardin, who had been Interim Chief Financial Officer since January
30, 2006.
Mr. Henderson has more than twenty years of experience with Case
Corporation and its successor company CNH Global, a global leader in
construction and agricultural equipment, and its affiliates, including the past
eight years as a Vice President. He was most recently Vice President and
Controller, North American Agricultural Business.
Mr. Henderson holds a Bachelor of Science Degree from the University of
Wisconsin and a Masters of Business Administration from Marquette University.
Mr. Henderson is an investor in the parent corporation of this Company, and
as an officer he will be eligible to participate in stock option grants from
this Company and/or its parent corporation.
(d) Effective February 15, 2006, the Company, by action of its Board of
Directors to fill a newly-created vacancy on the Board of Directors, appointed
Paul W. Farris, age 59, as a director. Mr. Farris is the Landmark
Communications Professor of Business Administration at the Darden School of
Business of the University of Virginia, where he teaches marketing and
e-business courses in the school's MBA, doctoral and executive programs. Prior
to his appointment to the Darden faculty in 1980, he taught at the Harvard
Business School, and previously worked in marketing management for Unilever in
Germany and for the Lintas advertising agency. He currently serves on the Board
of Directors of Sto, Inc. Mr. Farris holds a Bachelor's Degree in Science from
the University of Missouri, an MBA from the University of Washington and a DBA
from Harvard.
It is expected that Mr. Farris will be named to the Audit and Compensation
Committees of the Board of Directors.
Mr. Farris is an investor in the parent corporation of this Company, and as
a director he will be eligible to participate in stock option grants from this
Company and/or its parent corporation.
Mr. Farris is to be compensated for his service as a director with an
annual fee of $25,000 to be paid by the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT
NUMBER EXHIBIT TITLE
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10.1 Executive Severance and Restrictive Covenant Agreement, dated as of
February 13, 2006, between The GSI Group, Inc. and John W. Henderson.
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/John W. Henderson
Name: John W. Henderson
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Title: Chief Financial Officer
Date: February 16, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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10.1 Executive Severance and Restrictive Covenant Agreement, dated as of
February 13, 2006, between The GSI Group, Inc. and John W. Henderson.