8-K

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

Date of Report (Date of earliest event reported):

January 29, 2009

GSI GROUP INC.

(Exact name of registrant as specified in its charter)

New Brunswick, Canada	000-25705	98-0110412
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

125 Middlesex Turnpike,

Bedford, Massachusetts 01730

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 266-5700

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

¨ 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On February 2, 2009, GSI Group Inc. (the “Company”) announced that it has identified revenue recognition errors related to the timing of recognition from sales to certain Semiconductor Systems Segment customers during 2007.

On December 4, 2008, the Company announced that it had identified errors in the recognition of revenue from sales to a customer in the first and second fiscal quarters of 2008 in the Company’s Semiconductor Systems Segment and that the Company’s previously issued financial statements contained in the Company’s Quarterly Reports on Form 10-Q for the periods ended March 28, 2008 and June 27, 2008 should no longer be relied upon. Additionally, the Company then announced that the Audit Committee of the Board of Directors (the “Audit Committee”) was conducting a review of sales transactions in the Company’s Semiconductor Systems Segment along with other sales transactions that contain arrangements with multiple deliverables for fiscal years 2007 and 2008.

The Audit Committee has concluded, upon the recommendation of management, that the range of potential adjustments resulting from the identified errors is material to the financial statements of the Company for the periods indicated. As a result, the Audit Committee has now determined that the previously issued interim and annual historical financial statements for 2007 should no longer be relied upon.

All the identified errors consist of incorrect timing in the recognition of revenue from multi-element transactions. Substantially all amounts due from customers associated with these transactions have been paid and substantially all of the customer obligations associated with these 2007 transactions have been fulfilled. Based on the current status of the Audit Committee’s review, the Company does not currently expect that its cash position will be materially impacted by the correction of these accounting errors.

The review by the Audit Committee and its independent legal counsel and forensic accounting firm is ongoing, and additional adjustments to the Company’s historical financial statements may be required as a result of the review. Further, the Company announced that it is currently undertaking a review of additional Semiconductor Systems transactions, and that based on the transactions reviewed to date, the Audit Committee has expanded the scope of its review to include fiscal year 2006.

The Audit Committee has discussed with its independent registered public accounting firm, Ernst & Young LLP, the matters disclosed in this Current Report on Form 8-K under Item 4.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1    Press Release dated February 2, 2009.*

* This exhibit is “furnished” as part of this Current Report on Form 8-K and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section and may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 if, and to the extent, such subsequent filing specifically references this exhibit.

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.

GSI Group Inc.
By:	/s/    Sergio Edelstein
	Sergio Edelstein President and Chief Executive Officer

Date: February 2, 2009

EXHIBIT INDEX

99.1    Press Release dated February 2, 2009.*

* This exhibit is “furnished” as part of this Current Report on Form 8-K and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section and may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 if, and to the extent, such subsequent filing specifically references this exhibit.

EX-99.1

Exhibit 99.1

GSI Group Inc. to Restate Financial Results for 2007

BEDFORD, MA – February 2, 2009: GSI Group Inc. (Nasdaq: GSIG), a supplier of precision technology and semiconductor systems, today announced that it has identified revenue recognition errors related to the incorrect timing in the recognition of revenue from multi-element sales transactions to certain customers in its Semiconductor Systems Segment during 2007. The Audit Committee of the Board of Directors of GSI Group has concluded that the range of potential adjustments resulting from the identified errors is material to the 2007 interim and annual historical financial statements of GSI Group. As a result, the Audit Committee has determined that GSI Group’s previously issued interim and annual historical financial statements for 2007 should no longer be relied upon.

Further, GSI Group announced that substantially all amounts due from customers associated with these transactions have been paid and substantially all of the customer obligations associated with these 2007 transactions have been fulfilled. Based on the current status of the Audit Committee’s review, the Company disclosed that it does not currently expect that its cash position will be materially impacted by the correction of these accounting errors.

GSI Group also announced that its Audit Committee, with the assistance of independent legal counsel and forensic accountants, is continuing its review of transactions in its Semiconductor Systems Segment and other sales transactions that contain arrangements with multiple deliverables for 2007 and 2008 and has expanded the scope of its review to include fiscal year 2006. The Audit Committee’s review is ongoing and additional adjustments to GSI Group’s historical financial statements may be required as a result of the review.

About GSI Group Inc.

GSI Group Inc. supplies precision technology to the global medical, electronics, and industrial markets and semiconductor systems. GSI Group Inc.’s common shares are listed on Nasdaq (GSIG).

Forward Looking Information

Certain statements in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current expectations and assumptions that are subject to risks and uncertainties. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. These forward-looking statements include statements regarding the qualitative and quantitative effects of the restatement, the periods covered by the restatement, the nature of the Audit Committee’s review and any anticipated conclusions of GSI Group, its Audit Committee or management, and other statements that are not historical facts. These forward looking statements are subject to risks, uncertainties and changes in financial condition, unknown factors and other items described in GSI Group’s annual report on Form 10-K for the fiscal year ended December 31, 2007 and the quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. Such statements are based on management’s beliefs and assumptions and on information currently available to GSI Group’s management. Actual results may differ materially from the preliminary expectations expressed or implied in these forward-looking statements due to various risks, uncertainties or other factors, including the outcome and results of the review by the Audit Committee and GSI Group’s independent registered public accounting firm. GSI Group disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

For more information contact: Sergio Edelstein, GSI Group Inc., 1-781-266-5700.