UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
GSE SYSTEMS, INC. |
(Name of Issuer)
Common Stock |
(Title of Class of Securities)
36227K106 |
(CUSIP Number)
March 7, 2012 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 (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).
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Taylor H. Wilson, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
CUSIP No. 36227K106
| ||||||
1. | Names of Reporting Persons.
Becker Drapkin Management, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
906,452 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
906,452 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
906,452 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. |
Percent of Class Represented by Amount in Row (9)
4.9% | |||||
12. |
Type of Reporting Person (See Instructions)
IA, PN |
CUSIP No. 36227K106
| ||||||
1. | Names of Reporting Persons.
Becker Drapkin Partners (QP), L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
791,120 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
791,120 | |||||
8. | Shared Dispositive Power
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
791,120 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. |
Percent of Class Represented by Amount in Row (9)
4.3% | |||||
12. |
Type of Reporting Person (See Instructions)
PN |
CUSIP No. 36227K106
| ||||||
1. | Names of Reporting Persons.
Becker Drapkin Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
115,332 | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
115,332 | |||||
8. | Shared Dispositive Power
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
115,332 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. |
Percent of Class Represented by Amount in Row (9)
0.6% | |||||
12. |
Type of Reporting Person (See Instructions)
PN |
CUSIP No. 36227K106
| ||||||
1. | Names of Reporting Persons.
BC Advisors, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
906,452 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
906,452 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
906,452 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. |
Percent of Class Represented by Amount in Row (9)
4.9% | |||||
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 36227K106
| ||||||
1. | Names of Reporting Persons.
Steven R. Becker | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
906,452 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
906,452 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
906,452 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. |
Percent of Class Represented by Amount in Row (9)
4.9% | |||||
12. |
Type of Reporting Person (See Instructions)
IN |
CUSIP No. 36227K106
| ||||||
1. | Names of Reporting Persons.
Matthew A. Drapkin | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
906,452 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
906,452 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
906,452 | |||||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
11. |
Percent of Class Represented by Amount in Row (9)
4.9% | |||||
12. |
Type of Reporting Person (See Instructions)
IN |
Item 1. |
(a) | Name of Issuer |
GSE Systems, Inc.
(b) | Address of Issuers Principal Executive Offices |
1332 Londontown Blvd., Suite 200, Sykesville, Maryland 21784
Item 2. |
(a) | Name of Person Filing |
This statement is jointly filed by and on behalf of each of Becker Drapkin Management, L.P. (BD Management), Becker Drapkin Partners (QP), L.P. (Becker Drapkin QP), Becker Drapkin Partners, L.P. (Becker Drapkin LP), BC Advisors, LLC (BCA), Steven R. Becker (Mr. Becker) and Matthew A. Drapkin (Mr. Drapkin, and together with BD Management, Becker Drapkin QP, Becker Drapkin LP, BCA and Mr. Becker, the Reporting Persons). Becker Drapkin QP and Becker Drapkin LP are referred to collectively as the Becker Drapkin Funds.
Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the ordinary shares of common stock of the Issuer (the Common Stock) owned by it (the Becker Drapkin QP Shares). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin LP Shares (defined below).
Becker Drapkin LP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Common Stock owned by it (the Becker Drapkin LP Shares, and together with the Becker Drapkin QP Shares, the Becker Drapkin Funds Shares). Becker Drapkin LP disclaims beneficial ownership of the Becker Drapkin QP Shares.
As general partner of each of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management does not own any Common Stock directly and disclaims beneficial ownership of the Becker Drapkin Funds Shares.
As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Stock beneficially owned by BD Management. BCA does not own any Common Stock directly and disclaims beneficial ownership of any Common Stock beneficially owned by BD Management.
As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Stock beneficially owned by BCA. Mr. Becker and Mr. Drapkin each hereby disclaim beneficial ownership of any Common Stock beneficially owned by BCA.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.
(b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office of each of the Reporting Persons is 500 Crescent Court, Suite 230, Dallas, Texas 75201.
(c) | Citizenship |
See Item 4 on the cover page(s) hereto.
(d) | Title of Class of Securities |
Common Stock
(e) | CUSIP Number |
36227K106
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: |
(a) | ¨ | A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
(b) | ¨ | A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) | ¨ | An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) | ¨ | An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F); | ||
(g) | ¨ | A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G); | ||
(h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
(k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. | Ownership. |
(a) | Amount beneficially owned: See Item 9 on the cover page(s) hereto. |
(b) | Percent of class: See Item 11 on the cover page(s) hereto. |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. |
(ii) | Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto. |
(iii) | Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto. |
(iv) | Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto. |
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
Item 8. | Identification and Classification of Members of the Group |
Not Applicable
Item 9. | Notice of Dissolution of Group |
Not Applicable
Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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: March 19, 2012 |
BECKER DRAPKIN MANAGEMENT, L.P. | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BECKER DRAPKIN PARTNERS (QP), L.P. | ||||
By: | Becker Drapkin Management, L.P. | |||
Its: | General Partner | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BECKER DRAPKIN PARTNERS, L.P. | ||||
By: | Becker Drapkin Management, L.P. | |||
Its: | General Partner | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BC ADVISORS, LLC | ||||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
STEVEN R. BECKER | ||||
/s/ Ashley Sekimoto | ||||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
MATTHEW A. DRAPKIN | ||||
/s/ Ashley Sekimoto | ||||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
24.1 | Power of Attorney (furnished herewith) | |
99.1 | Joint Filing Agreement (furnished herewith) |
Exhibit 24.1
POWER OF ATTORNEY
March 19, 2012
Know all men by these presents, that each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin hereby constitutes and appoints Ashley Sekimoto, as the true and lawful attorney-in-fact and agent of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, (i) to execute any and all filings required by such party under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act) (or any similar rule with respect to foreign exchanges) or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), for, in the name of, and on behalf of such party, (ii) to do and perform any and all acts for, in the name of, and on behalf of such party which said attorney-in-fact determines may be necessary or appropriate to complete and execute any and all such filings, amendments, supplements and/or exhibits and any and all other document(s) in connection therewith, (iii) to file such filings, amendments, supplements, exhibits and/or documents with any governmental office or agency, whether U.S., foreign, state or local government (including, without limitation, the U.S. Securities and Exchange Commission and state securities administrators or commissions), or any stock exchange or stock quotation system, as may be required under applicable laws or rules and regulations of any stock exchange or stock quotation system, and (iv) to perform any and all other acts that said attorney-in-fact or agent determines may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such party, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such party might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof. Each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin hereby acknowledges that the foregoing attorney-in-fact and agent in serving in such capacity at the request of such party, is not assuming any of the responsibilities of such party to comply with Section 16 or Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
This Power of Attorney shall remain in full force and effect until each of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin is no longer required to file reports under Section 13 or Section 16 of the Exchange Act (or any similar rule with respect to foreign exchanges) or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto), unless earlier revoked by any of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker or Matthew A. Drapkin in a signed writing delivered to Ashley Sekimoto.
IN WITNESS WHEREOF, each party hereto has caused this agreement to be executed and effective as of the date first written above.
Date: March 19, 2012 |
BECKER DRAPKIN MANAGEMENT, L.P. | |||
By: |
BC Advisors, LLC | |||
Its: | General Partner | |||
By: |
/s/ Steven R. Becker | |||
Name: | Steven R. Becker | |||
Title: | Managing Member |
BECKER DRAPKIN PARTNERS (QP), L.P. | ||||
By: | Becker Drapkin Management, L.P. | |||
Its: | General Partner | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Steven R. Becker | |||
Name: | Steven R. Becker | |||
Title: | Managing Member | |||
BECKER DRAPKIN PARTNERS, L.P. | ||||
By: | Becker Drapkin Management, L.P. | |||
Its: | General Partner | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Steven R. Becker | |||
Name: | Steven R. Becker | |||
Title: | Managing Member | |||
BC ADVISORS, LLC | ||||
By: | /s/ Steven R. Becker | |||
Name: | Steven R. Becker | |||
Title: | Managing Member | |||
STEVEN R. BECKER | ||||
/s/ Steven R. Becker | ||||
MATTHEW A. DRAPKIN | ||||
/s/ Matthew A. Drapkin |
Exhibit 99.1
JOINT FILING AGREEMENT
March 19, 2012
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.
Date: March 19, 2012 |
BECKER DRAPKIN MANAGEMENT, L.P. | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BECKER DRAPKIN PARTNERS (QP), L.P. | ||||
By: | Becker Drapkin Management, L.P. | |||
Its: | General Partner | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BECKER DRAPKIN PARTNERS, L.P. | ||||
By: | Becker Drapkin Management, L.P. | |||
Its: | General Partner | |||
By: | BC Advisors, LLC | |||
Its: | General Partner | |||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
BC ADVISORS, LLC | ||||
By: | /s/ Ashley Sekimoto | |||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact |
STEVEN R. BECKER | ||||
/s/ Ashley Sekimoto | ||||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact | |||
MATTHEW A. DRAPKIN | ||||
/s/ Ashley Sekimoto | ||||
Name: | Ashley Sekimoto | |||
Title: | Attorney-in-Fact |