-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I0FMWEeDC3huLULjXR+ccDXX/i9BoOWfixZyww3jzBb5TXjryzIqJ0ZgBp9Hqqfl 2Ae1nY6b2OIO/5obnnxhEQ== /in/edgar/work/20000804/0000927016-00-002737/0000927016-00-002737.txt : 20000921 0000927016-00-002737.hdr.sgml : 20000921 ACCESSION NUMBER: 0000927016-00-002737 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000804 EFFECTIVENESS DATE: 20000804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSI LUMONICS INC CENTRAL INDEX KEY: 0001076930 STANDARD INDUSTRIAL CLASSIFICATION: [3559 ] IRS NUMBER: 381859358 STATE OF INCORPORATION: A3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43080 FILM NUMBER: 686490 BUSINESS ADDRESS: STREET 1: 105 SCHNEIDER RD KANATA STREET 2: ONTARIO CANADA CITY: K2K 1Y3 MAIL ADDRESS: STREET 1: 105 SCHNEIDER RD KANATA STREET 2: ONTARIO CANADA CITY: K2K 1Y3 FORMER COMPANY: FORMER CONFORMED NAME: GSI LUMONICS DATE OF NAME CHANGE: 19990331 FORMER COMPANY: FORMER CONFORMED NAME: LUMONICS INC DATE OF NAME CHANGE: 19990115 S-8 1 0001.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ GSI LUMONICS INC. (Exact name of registrant as specified in its charter) New Brunswick, Canada 38-1859358 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 105 Schneider Road, Kanata, Ontario, Canada K2K 1Y3 (Address of principal executive offices) (Zip code) ________________ 1995 Stock Option Plan for Employees and Directors (Full titles of the plans) ________________ Charles D. Winston 39 Manning Road Billerica, MA 01821 (978) 439-5511 (Name and address of agent for service) (Telephone number, including area code, of agent for service) Copy to: Charles J. Gardner Mark L. Weissler GSI Lumonics Inc. Milbank, Tweed, Hadley & McCloy LLP 105 Schneider Road One Chase Manhattan Plaza Kanata, Ontario, Canada K2K 1Y3 New York, New York 10005 (613) 592-1460 (212) 530-5000 ________________ CALCULATION OF REGISTRATION FEE
Title of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount of Registered Registered Offering Price Aggregate Registration Fee Per Share * Offering Price* - ---------------------------------------------------------------------------------------------------- Common Stock, no par value...... 2,000,000 $20.41 $40,820,000 $10,777 ====================================================================================================
* Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference We hereby incorporate by reference in this registration statement the following documents: (1) our annual report on Form 10-K for the year ended December 31, 1999; (2) our current report on Form 8-K dated March 9, 2000; (3) our quarterly reports on Form 10-Q dated May 5, 2000 and August 3, 2000; and (4) the description of our common stock incorporated by reference in our registration statement on Form 8-A declared effective by the Securities and Exchange Commission April 2, 1999. In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all of such securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS OR COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Subject to Section 81 of the Business Corporations Act, New Brunswick, as from time to time amended, except in respect of an action by or on behalf of the registrant or Another Body Corporate (as defined below) to procure a judgment in its favor, the registrant must indemnify each director and officer and each former director and officer and each person who acts or acted at the registrant's request as a director or officer of Another Body Corporate, and his heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or Another Body Corporate, as the case may be, if (a) he acted honestly and in good faith with a view to the best interests of the registrant; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. "Another Body Corporate" as used herein means a body corporate of which the registrant is or was a shareholder or creditor. We maintain directors' and officers' liability insurance in the aggregate principal amount of $35,000,000 subject to a $1,000,000 deductible per loss payable by us. The premium payable for such insurance is currently $104,000 per year which is paid by us. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4.1 1995 Stock Option Plan for Employees and Directors. 5.1 Opinion of Stewart McKelvey Stirling Scales regarding the legality of the shares being registered, including consent. 23.1 Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, independent public accountants. 24.1 Power of Attorney (included in signature pages). ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, Province of Ontario, on August 4, 2000. GSI LUMONICS INC. By: /s/ Charles D. Winston ---------------------- Name: Charles D. Winston Title: Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby appoints Desmond J. Bradley and Charles J. Gardner and each of them severally, acting alone and without the other, his true and lawful attorney-in-fact with the authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement on Form S-8 necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the Registration Statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - ------------------------------ ------------------------------------------ -------------------- /s/ Charles D. Winston Chief Executive Officer and authorized August 4, 2000 - ------------------------------ representative in the United States Charles D. Winston (Principal Executive Officer) /s/ Desmond J. Bradley Chief Financial Officer August 4, 2000 - ------------------------------ (Principal Financial and Accounting Desmond J. Bradley Officer) /s/ Richard B. Black Director August 4, 2000 - ------------------------------ Richard B. Black /s/ Paul F. Ferrari Director August 4, 2000 - ------------------------------ Paul F. Ferrari
/s/ Byron O. Pond Director August 4, 2000 - ------------------------------ Byron O. Pond /s/ Benjamin J. Virgilio Director August 4, 2000 - ------------------------------ Benjamin J. Virgilio Director - ------------------------------ Woodie C. Floowers Director - ------------------------------ William B. Waite
EXHIBIT INDEX EXHIBIT NO DESCRIPTION 4.1 1995 Stock Option Plan for Employees and Directors. 5.1 Opinion of Stewart McKelvey Stirling Scales regarding the legality of the shares being registered, including consent. 23.1 Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, independent public accountants. 24.1 Power of Attorney (included in signature pages). EX-4.1 2 0002.txt 1995 STOCK OPTION PLAN Exhibit 4.1 LUMONICS INC. 1995 STOCK OPTION PLAN FOR EMPLOYEES AND DIRECTORS ____________________________________________________________________ 1. Purpose Lumonics Inc. 1995 Stock Option Plan for Employees and Directors (the "Plan") is intended to retain, and reward highly qualified employees and directors who will be motivated to contribute to the success of Lumonics Inc. and its subsidiaries (the "Company") and encouraged to purchase Common Shares of the Company (the "Common Shares"). The Plan shall come into force effective September 29th, 1995. 2. Number of Common Shares to be Offered Stock options granted under the Plan ("Options" or "Option") shall be for the purchase of Common Shares, without nominal or par value, of the Company ("Option Shares" or "Option Share"). The maximum number of Common Shares that will be reserved for issuance and issued under this Plan shall not exceed 4,906,000 shares. The following restrictions shall also apply to this Plan as well as all other plans or stock option agreements to which the Company may be a party; (i) the aggregate number of Option Shares reserved for issuance pursuant to options granted to Insiders shall not exceed ten percent (10%) of the Outstanding Issue; (ii) Insiders shall not be issued, within any one year period, a number of Option Shares which exceeds ten percent (10%) of the Outstanding Issue; (iii) no Insider together with such Insider's Associates shall be issued, within any one year period, a number of Option Shares which exceeds five percent (5%) of the Outstanding Issue; and (iv) the number of Option Shares reserved for issuance pursuant to options to any one participant shall not exceed five percent (5%) of the Outstanding Issue. For the purpose of this Plan: "Associate" has the meaning assigned by the Securities Act (Ontario), as amended from time to time: "Insider" means: (i) an insider of the Company as defined by the Securities Act (Ontario) as amended from time to time, other than a person who falls within such definition solely by virtue of being a director or senior officer of a subsidiary of the Company; and (ii) an Associate of any person who is an insider by virtue of Clause (i) of this definition; and "Outstanding Issue" means the number Of Common Shares of the Company that are outstanding immediately prior to any issuance of Options under this Plan or any issuance of Option Shares, as the case may be, excluding Option Shares issued pursuant to the Plan during the preceding one year period. Upon the expiration, surrender or termination, in whole or in part, of an unexercised Option, the Option Shares subject to such unexercised Option shall be available for other Options to be granted from time to time. 3. Administration The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the "Committee") who shall be appointed by and serve at the pleasure of the Board of Directors (the "Board"). The Committee shall have full power and authority, subject to the terms of the Plan, to grant Options on behalf of the Company; to designate the individuals who are to be granted Options (the "Optionees" or "Optionee"); to set the date of grant, the number of Option Shares to be granted pursuant to each Option; and the other terms and conditions of the Options; and otherwise to interpret and construe the terms of the Plan. Any determination by the Committee shall be final and conclusive unless otherwise determined by the Board and, in any such event, such determination of the Board shall be final and conclusive. The day-to-day administration of the Plan may be delegated to such officers and employees of the Company as the Committee in its sole discretion shall determine. 4. Terms and Conditions of Options (a) Individuals Eligible to Receive Options. The individuals eligible to receive Options shall be confined to such employees (including contract employees) and directors of the Company as shall be determined from time to time by the Committee. In making such determination, the Committee shall consider the duties and responsibilities of the individual, his or her present and potential contribution to the success of the Company, and such other factors as the Committee shall deem relevant in accomplishing the purposes of the Plan. Participation in the Plan shall be entirely voluntary and any decision by any individual not to participate shall not affect such individual's employment with the Company. (b) Grant of Options. From time to time the Committee or the Board of Directors shall grant Options on behalf of the Company under the Plan. (c) Option Price. The purchase price ("Option Price") for an Option Share shall be the Market Price per Common Share as at the date of grant. "Market Price" per Common Share at any date shall be the closing price of the Common Shares on The Toronto Stock Exchange (the "Exchange") (or if the Common Shares are not then listed or posted for trading on the Exchange, on such stock exchange in Canada on which such shares are listed and posted for trading as may be selected for such purpose by the Committee) on the trading date immediately preceding the date of grant. In the event that the Common Shares are not listed and posted for trading on any stock exchange in Canada, the market price shall be the last trading price of the Common Shares on National Association of Securities Dealers Quotations Systems ("NASDAQ") on the trading day immediately preceding the date of grant. In the event that the Common Shares are not trading on NASDAQ, the market price shall be determined by the Committee in its sole discretion. (d) Exercise Period. An Option may be exercised at any time or from time to time within such period as the Committee shall determine (the "Exercise Period"), but in no event shall such Exercise Period be greater than 10 years from the date of grant. The Committee may, but shall not be required to, impose such conditions on the exercise of an Option as the Committee deems appropriate. (e) Methods of Payment. Payment for purchase of Option Shares shall be made in cash or by certified cheque. Only full shares shall be issued under the Plan. (f) Termination of Employment. The following shall apply in the event that the employment of an Optionee is terminated on a date prior to the expiration of the Exercise Period ("Termination Date"). For purposes of the Plan, the transfer of an Optionee to a different position or office within the Company shall not be considered a termination. (i) If the cause of termination is the voluntary retirement or dismissal for cause of the Optionee, the Optionee's Option shall terminate on the Termination Date. Provided that the Chief Executive Officer of the Company may extend such period for up to 30 days following the Termination Date prior to which date the Optionee may exercise all or any part of the Optionee's Option that has vested and is exercisable in accordance with the provisions of Section 4(d) hereof. (ii) If the cause of termination is other than the death, voluntary retirement or dismissal for cause of the Optionee, the Optionee's Option shall terminate 60 days following the Termination Date prior to which date the Optionee may exercise all or any part of the Optionee's Option that has vested and is exercisable in accordance with the provisions of Section 4(d) hereof. The Chief Executive Officer of the Company may extend such period for up to an additional 30 days. (iii) If the cause of termination is the death of the Optionee, the Optionee's Option shall terminate six (6) months following the Termination Date prior to which date the legal personal representative(s) of the deceased Optionee may exercise such portion of the Optionee's Option that has vested and is exercisable in accordance with the provisions of Section 4(d) hereof. Notwithstanding the provisions of this paragraph (f), in no event may an Option be exercised after the expiration of the Exercise Period. (g) Transferability. An Option may not be assigned or transferred. Each Option will be exercisable during the lifetime of the Optionee only by the Optionee. In the event of the death of an Optionee, the legal personal representative(s) of the deceased Optionee may exercise, within the period set out in Section 4(f)(ii) hereof, such portion of the Optionee's Option that would have been exercisable by the Optionee on the date of death in accordance with the provisions of Section 4(d) hereof. (h) Reorganization and Recapitalization. In the event of any subdivision, redivision or change of the Common Shares of the Company at any time prior to the expiration of the Exercise Period into a greater number of shares, the Company shall deliver at the time of any exercise thereafter of the Option hereby granted such additional number of shares as would have resulted from such subdivision, redivision or change if such exercise of the Option hereby granted had been prior to the date of such subdivision, redivision or change. In the event of any consolidation or change of the Common Shares of the Company at any time prior to the expiration of the Exercise Period into a lesser number of shares, the number of shares deliverable by the Company on any exercise thereafter of the Option hereby granted shall be reduced to such number of shares as would have resulted from such consolidation or change if such exercise of the Option hereby granted had been prior to the date of such consolidation or change. 5. Amendment and Discontinuance The Committee shall have the right to amend or modify this Plan or to terminate this Plan at any time without notice provided that an Optionee's rights are not thereby materially adversely affected and subject to any approvals required under the applicable rules of any stock exchange upon which the Common Shares of the Company are or may be listed. 6. Employment Non-Contractual Nothing in this option shall be construed as conferring upon the Optionee any right to continue in the service of the Company or any subsidiary of the Company. 7. Rights as a Shareholder The Optionee shall not have any rights as a shareholder with respect to any Option Shares issuable upon exercise of this Option until this Option has been validly exercised and the purchase price for such Option Share has been paid in full. 8. Nontransferability The Optionee's rights under this option are not assignable or transferable by the Optionee during the Optionee's lifetime and are exercisable during the Optionee's lifetime only by the Optionee. 9. Corporate Action Nothing contained herein shall be construed so as to prevent the Company or any subsidiary of the Company from taking corporate action which is deemed by the Company or the subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Option. 10. Government Regulation The Company's obligation to issue and deliver Common Shares under this Option is subject to: (a) the satisfaction of all requirements under applicable securities law in respect thereof and obtaining all regulatory approvals as the Company shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof, including shareholder approval, if required; (b) the admission of such Common Shares to listing on any stock exchange on which Common Shares may then be listed; and (c) the receipt from the Optionee of such representations, agreements and undertakings as to future dealings in such Common Shares as the Company determines to be necessary or advisable in order to safeguard against the violation of the securities law of any jurisdiction. In this connection, the Company shall take all reasonable steps to obtain such approvals and registrations as may be necessary for the issuance of such Common Shares in compliance with applicable securities law and for the listing of such Common Shares on any stock exchange on which such Common Shares are then listed. 11. Approvals This Plan shall be subject to acceptance by The Toronto Stock Exchange (the "Exchange") in compliance with all conditions imposed by the Exchange. Any Options granted prior to such acceptance shall be conditional upon such acceptance being given and any conditions complied with and no such Options may be exercised unless such acceptance is given and such conditions are complied with. 12. Governing Law This Plan and any Options granted hereunder shall be governed by and interpreted in accordance with the laws of the Province of Ontario. 13. Additional Information for Quebec Residents The following information will be provided to Individuals Eligible to Receive Options who are residents of the Province of Quebec at the time that they are granted Options pursuant to the Plan: (a) There is no minimum sum to be collected under the Plan and the Company proposes to use the proceeds of the Plan for general corporate purposes; (b) No changes have occurred among the senior executives of the Company since the last annual meeting of shareholders other than as disclosed in a Schedule that will be attached; (c) There has been no transfer of the securities of the Company that resulted in a material change in control of the Company since the last meeting of shareholders of the Company other than as disclosed in a Schedule that will be attached; (d) All other material facts in respect of the Company or the securities offered under the Plan that are necessary to enable an informed decision have been made public; and (e) A copy of the most recent audited financial statements of the Company will be attached. LUMONICS INC. By: ----------------------------- Authorized Officer September 14, 1995 EX-5.1 3 0003.txt OPINION OF STEWART MCKELVEY STIRLING SCALES Exhibit 5.1 (Stewart McKelvey Stirling Scales) August 4, 2000 GSI Lumonics Inc. 105 Schneider Road Kanata, Ontario Canada K2K 1Y3 Ladies and Gentlemen: We have acted as New Brunswick counsel for GSI Lumonics Inc., a New Brunswick corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 proposed to be filed with the Securities and Exchange Commission on or about August 4, 2000 (the "Registration Statement"). The Registration Statement covers the registration of up to an additional 2,000,000 shares of common stock of the Company (the "Shares"), which are to be issued by the Company upon exercise of stock options granted pursuant to the 1995 Stock Option Plan for Employees and Directors (the "Plan"). We have reviewed the corporate proceedings of the Company with respect to the authorization of the Plan and the issuance of the Shares thereunder and, in particular, a resolution of the board of directors dated February 4, 2000. We have also examined and relied upon originals or copies of such agreements, instruments, corporate records, certificates and other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We further assume that all Shares issued upon exercise of options granted or to be granted pursuant to the Plan will be issued in accordance with the terms of such options and the Plan. Subject to the limitations set forth below, we have made such examination of law as we have deemed necessary for the purposes of this opinion. This opinion is limited solely to New Brunswick law. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and delivered upon the exercise of options duly granted pursuant to the Plan and against the payment of the purchase price or exercise price therefor as provided in the Plan and the instrument evidencing the relevant grant, will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the registration statement on Form S-8 by the Company to effect registration of the Shares issued and sold pursuant to the Plan under the Securities Act of 1933, as amended. Yours very truly, STEWART McKELVEY STIRLING SCALES EX-23.2 4 0004.txt CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8), pertaining to the 1995 Stock Option Plan for Employees and Directors of GSI Lumonics Inc., of our report dated February 11, 2000 (except with respect to note 19, which is as at March 17, 2000), included in its Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission. Ottawa, Canada /s/ ERNST & YOUNG LLP August 4, 2000 Chartered Accountants -----END PRIVACY-ENHANCED MESSAGE-----