sc13g

0000950134-06-005702.txt : 20060322 0000950134-06-005702.hdr.sgml : 20060322 20060322172923 ACCESSION NUMBER: 0000950134-06-005702 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060322 DATE AS OF CHANGE: 20060322 GROUP MEMBERS: DAVID W BERRY GROUP MEMBERS: KAIZEN CAPITAL LLC GROUP MEMBERS: KAIZEN MANAGEMENT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GSE SYSTEMS INC CENTRAL INDEX KEY: 0000944480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521868008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45371 FILM NUMBER: 06704529 BUSINESS ADDRESS: STREET 1: 7133 RUTHERFORD RD STREET 2: SUITE 200 CITY: BALTIMORE STATE: MD ZIP: 21244 BUSINESS PHONE: 4102773740 MAIL ADDRESS: STREET 1: 7133 RUTHERFORD RD STREET 2: SUITE 200 CITY: BALTIMORE STATE: MD ZIP: 21244 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SELECT CONTRARIAN VALUE PARTNERS L P CENTRAL INDEX KEY: 0001348301 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4200 MONTROSE SUITE 510 CITY: HOUSTON STATE: TX ZIP: 77006 BUSINESS PHONE: 713-529-3660 MAIL ADDRESS: STREET 1: 4200 MONTROSE SUITE 510 CITY: HOUSTON STATE: TX ZIP: 77006 SC 13G 1 d34330bsc13g.htm SCHEDULE 13G sc13g


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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)

February 28, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000


CUSIP No.		36227K106		Page		2		of		9


1	NAMES OF REPORTING PERSONS: Kaizen Management, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			1,355,933

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,355,933

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,355,933

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.1%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


*		Based on a total of 8,999,706 shares outstanding on November 1, 2005, as reported in the Form 10-Q Quarterly Report of GSE Systems, Inc. filed with the Securities and Exchange Commission on November 14, 2005.


CUSIP No.		36227K106		Page		3		of		9


1	NAMES OF REPORTING PERSONS: Kaizen Capital, L.L.C.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			1,355,933

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,355,933

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,355,933

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.1%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


*		Based on a total of 8,999,706 shares outstanding on November 1, 2005, as reported in the Form 10-Q Quarterly Report of GSE Systems, Inc. filed with the Securities and Exchange Commission on November 14, 2005.


CUSIP No.		36227K106		Page		4		of		9


1	NAMES OF REPORTING PERSONS: Select Contrarian Value Partners, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			1,355,933

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,355,933

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,355,933

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.1%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


*		Based on a total of 8,999,706 shares outstanding on November 1, 2005, as reported in the Form 10-Q Quarterly Report of GSE Systems, Inc. filed with the Securities and Exchange Commission on November 14, 2005.


CUSIP No.		36227K106		Page		5		of		9


1	NAMES OF REPORTING PERSONS: David W. Berry

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			1,355,933

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,355,933

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,355,933

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.1%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


*		Based on a total of 8,999,706 shares outstanding on November 1, 2005, as reported in the Form 10-Q Quarterly Report of GSE Systems, Inc. filed with the Securities and Exchange Commission on November 14, 2005.


CUSIP No.		36227K106		Page		6		of		9


Item 1(a)		Name of Issuer:

		GSE Systems, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		7133 Rutherford Road, Suite 200
		Baltimore, MD 21244

Item 2(a)		Name of Person Filing:

		See Item 1 of each cover page.

Item 2(b)		Address of Principal Business Office:

		4200 Montrose Blvd., Suite 510
		Houston, TX 77006

Item 2(c)		Citizenship:

		See Item 4 of each cover page.

Item 2(d)		Title of Class of Securities:

		Common Stock, par value $0.01 per share

Item 2(e)		CUSIP No:
		36227K106


CUSIP No.		36227K106		Page		7		of		9


Item 3	Status of Person Filing:

	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	[ ]	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 association 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)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4	Ownership:

	(a)	See Item 9 of each cover page, which includes 1,129,944 shares of common stock (the “Common Stock”) of GSE Systems, Inc. (the “Company”) reported as beneficially owned in Item 9 on each cover page that are in the form of Series A Cumulative Convertible Preferred Stock of the Company, which as of March 22, 2006, are immediately convertible at the holder’s option into an aggregate of 1,129,944 shares of Common Stock of the Company. Additionally, 225,989 of the shares of Common Stock reported as beneficially owned in Item 9 on each cover page are in the form of a Warrant to Purchase Shares of Common Stock, which is immediately convertible at the holder’s option into an aggregate of 225,989 shares of Common Stock of the Company.

	(b)	See Item 11 of each cover page.

	(c)	See Items 5-8 of each cover page.

Item 5	Ownership of 5% or Less of a Class:

	Not applicable.

Item 6	Ownership of More than 5% on Behalf of Another Person:

	Not applicable.


CUSIP No.		36227K106		Page		8		of		9


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		Certification:

		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.


CUSIP No.		36227K106		Page		9		of		9

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 22, 2006


	KAIZEN MANAGEMENT, L.P.
	By:	Kaizen Capital, L.L.C., its general partner


	By:	/s/ David W. Berry
		David W. Berry
		Manager

	KAIZEN CAPITAL, L.L.C.
	By:	/s/ David W. Berry
		David W. Berry
		Manager

	SELECT CONTRARIAN VALUE PARTNERS, L.P.
	By:	Kaizen Management, L.P., its general partner


	By:	Kaizen Capital, L.L.C., its general partner


	By:	/s/ David W. Berry
		David W. Berry
		Manager


	/s/ David W. Berry
	David W. Berry

EX-99.1 2 d34330bexv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of GSE Systems, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of March 22, 2006.


	KAIZEN MANAGEMENT, L.P.
	By:	Kaizen Capital, L.L.C., its general partner


	By:	/s/ David W. Berry
		David W. Berry
		Manager

	KAIZEN CAPITAL, L.L.C.
	By:	/s/ David W. Berry
		David W. Berry
		Manager

	SELECT CONTRARIAN VALUE PARTNERS, L.P.
	By:	Kaizen Management, L.P., its general partner


	By:	Kaizen Capital, L.L.C., its general partner


	By:	/s/ David W. Berry
		David W. Berry
		Manager


	/s/ David W. Berry
	David W. Berry