sc13dza

0000950123-09-062218.txt : 20091113 0000950123-09-062218.hdr.sgml : 20091113 20091113132058 ACCESSION NUMBER: 0000950123-09-062218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091113 DATE AS OF CHANGE: 20091113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERSHAD STEPHEN W CENTRAL INDEX KEY: 0000923910 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O AXSYS TECHNOLOGIES INC STREET 2: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GSI GROUP INC CENTRAL INDEX KEY: 0001076930 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 980110412 STATE OF INCORPORATION: A3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60011 FILM NUMBER: 091180451 BUSINESS ADDRESS: STREET 1: 125 MIDDLESEX TURNPIKE STREET 2: . CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 781-266-5700 MAIL ADDRESS: STREET 1: 125 MIDDLESEX TURNPIKE STREET 2: . CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: GSI LUMONICS INC DATE OF NAME CHANGE: 19990401 FORMER COMPANY: FORMER CONFORMED NAME: GSI LUMONICS DATE OF NAME CHANGE: 19990331 FORMER COMPANY: FORMER CONFORMED NAME: LUMONICS INC DATE OF NAME CHANGE: 19990115 SC 13D/A 1 l38092sc13dza.htm SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

[RULE 13d-101]

(Amendment No. 3)¹

GSI Group Inc.

(Name of Issuer)

Common Shares

(Title and Class of Securities)

3622U102

(CUSIP Number)

Christopher J. Hewitt, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)


¹		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. 3622U102	13D	Page 2 of 4 Pages

This Amendment No. 3 is being filed on behalf of Stephen W. Bershad, a citizen of the United States of America (the “Reporting Person” or “Mr. Bershad”), to amend the Schedule 13D that was originally filed on February 4, 2009 (as amended, the “Schedule 13D”), relating to the common shares, no par value (the “Shares”), of GSI Group, Inc. (the “Company”). Terms defined in the Schedule 13D are used herein with the same meaning.

Items 4 and 7 of the Schedule 13D are hereby amended and supplemented to add the following:

Item 4. Purpose of Transaction.

On November 13, 2009, Mr. Bershad sent a letter to the board of directors of the Company, which letter is filed as Exhibit 2 hereto and incorporated herein by reference, announcing his intention to submit a slate of directors at the shareholders meeting he requested on November 9, 2009. Mr. Bershad also requested that the board not undertake any extraordinary transactions until after the meeting.

Mr. Bershad intends to review his investment in the Company on a continuing basis. Depending on various factors, including, without limitation, the Company’s financial position and strategic direction, the outcome of discussions with the board and management, the outcome of the shareholders meeting, actions taken by the Company’s board of directors, shareholders and bondholders, other investment opportunities available to Mr. Bershad, price levels of the Shares, and conditions in the securities markets and the economy in general, Mr. Bershad may in the future acquire additional Shares or dispose of some or all of the Shares beneficially owned by him, or take any other actions with respect to his investment in the Company permitted by law, including changing his investment intent with respect to such Shares and including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 7. Material to be Filed as Exhibits.


Exhibit 2		Letter to the Board of Directors of GSI Group Inc., dated November 13, 2009



CUSIP No. 3622U102	13D	Page 3 of 4 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 13, 2009



	/s/ Stephen W. Bershad
	Stephen W. Bershad



CUSIP No. 3622U102	13D	Page 4 of 4 Pages

EXHIBIT INDEX

Exhibit 2 — Letter to the Board of Directors of GSI Group Inc., dated November 13, 2009

EX-99.2 2 l38092exv99w2.htm EX-99.2 exv99w2

Stephen W. Bershad

November 13, 2009

Board of Directors
GSI Group Inc.
125 Middlesex Turnpike
Bedford, Massachusetts 01730

Lady and Gentlemen:

As you know, on November 9, 2009, I submitted a Requisition of Meeting of the Shareholders of GSI Group Inc. to call a meeting of the shareholders of the Company for the purpose of electing directors. I was pleased that, in response to my meeting request, you have announced your intention to comply with New Brunswick law and the Company’s By-laws and call the meeting.

I am writing today to inform you that I have decided to submit a slate of directors at the forthcoming shareholders meeting, and to advise you that it is my firm belief that the board should not undertake any extraordinary transactions, e.g., materially altering the capital structure or governance of the Company, until after the shareholders have exercised their franchise to elect a board at the meeting. In particular, the board of directors should not take any action with respect to the composition of the board or the debt conversion announced on June 30, 2009, regarding the Company’s 11% Senior Notes.

With Best Regards,

Stephen W. Bershad