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):

March 5, 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 1.01 Entry into a Material Definitive Agreement.

GSI Group Inc. (the “Company”) announced today that it has engaged financial advisors and entered into a supplemental indenture (the “Second Supplemental Indenture”) in accordance with the forbearance agreements previously announced on February 6, 2009 (the “Forbearance Agreements”).

The Company entered into the Forbearance Agreements with certain beneficial owners (the “Investors”) holding greater than 75% of the outstanding aggregate principal amount of its 11% Senior Notes due 2013 (the “Notes”). The effectiveness of the Forbearance Agreements was conditioned upon, among other factors: (i) engagement of a financial advisor to assist the Investors, (ii) engagement of a financial advisor to assist the Company’s management and Board of Directors, and (iii) entering into an amendment to the Indenture (as amended or supplemented from time to time, the “Indenture”), dated as of August 20, 2008, by and among GSI Group Corporation (the “Issuer”), the Company, Eagle Acquisition Corporation and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) to amend certain notice provisions.

The Company announced today that in accordance with the Forbearance Agreements, both sets of financial advisors have been engaged and continue to work cooperatively with the Company.

Additionally, on March 5, 2009, the Company entered into a supplemental indenture (the “Second Supplemental Indenture”), by and among the Company, the Issuer, Excel Technology, Inc. and the Trustee. The Second Supplemental Indenture amends Section 6.01(4) of the Indenture to allow beneficial owners (in addition to the Trustee or certain Holders (as such term is defined in the Indenture) of the Notes) representing at least 25% of the aggregate principal amount of the Notes then outstanding to provide, after the date of the Second Supplemental Indenture, the notice of failure referenced in Section 6.01(4) of the Indenture; provided, however, that any such notice from a beneficial owner of the Notes pursuant to Section 6.01(4) will be deemed to be proper notice under the Indenture only if, and as of the date, the Issuer has received such information and certifications (including from the Holders of the Notes or any Agent Member (as such term is defined in the Indenture)) reasonably necessary to determine that the persons providing such notice are beneficial owners of the Notes.

The aforementioned description of the terms of the Second Supplemental Indenture is qualified in its entirety by reference to the actual Second Supplemental Indenture, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Second Supplemental Indenture, dated March 5, 2009, by and among GSI Group Corporation, GSI Group Inc., Excel Technology, Inc. and The Bank of New York Mellon Trust Company, N.A.

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: March 11, 2009

EXHIBIT INDEX

Exhibit Number	Description
10.1	Second Supplemental Indenture, dated March 5, 2009, by and among GSI Group Corporation, GSI Group Inc., Excel Technology, Inc. and The Bank of New York Mellon Trust Company, N.A.

EX-10.1

Exhibit 10.1

GSI GROUP CORPORATION

GSI GROUP INC.

EXCEL TECHNOLOGY, INC.

And

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

11% Senior Notes due 2013

SECOND SUPPLEMENTAL INDENTURE

Dated as of March 5, 2009

to

INDENTURE

Dated as of August 20, 2008

SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of March 5, 2009 between GSI Group Corporation, a Michigan corporation (the “Issuer”), GSI Group Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada and the owner of all outstanding shares of voting capital stock of the Issuer (the “Parent”), Excel Technology, Inc., a Delaware corporation (the “Guarantor”) and Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the 11% Senior Notes due 2013 (the “Notes”) were initially issued pursuant to an Indenture, dated August 20, 2008, between the Issuer, the Parent, Eagle Acquisition Corporation and the Trustee, as supplemented by that First Supplemental Indenture among the Company, the Guarantor and the Trustee (such Indenture as amended or supplemented from time to time, the “Indenture”);

WHEREAS, pursuant to Section 8.02 and in accordance with the other terms of the Indenture, the Company, the Parent, the Guarantor and the Trustee can enter into a supplemental indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding;

WHEREAS, the Company received consents from at least a majority in aggregate principal amount of the Notes outstanding to enter into the amendment related to this Supplemental Indenture pursuant to a Consent Solicitation Statement for Amendment to Indenture and the documents related thereto that it sent to the Holders of the Notes on February 23, 2009;

WHEREAS, the Company desires to enter into this Supplemental Indenture to give effect to the consents received related to the Consent Solicitation Statement for Amendment to Indenture;

WHEREAS, Section 8.02 of the Indenture provides that, among other things, upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, the Issuer, the Parent, the Guarantor and the Trustee will enter into a supplemental indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding;

WHEREAS, all acts and proceedings required by law and under the Indenture to make this Supplemental Indenture a valid and binding agreement for the uses and purposes set forth herein, in accordance with its terms, have been done and taken, and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized by the Issuer, the Parent and the Guarantor; and

WHEREAS, the foregoing recitals are made as representations of fact by the Issuer, the Parent and the Guarantor and not by the Trustee.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Parent and the Guarantor and the Trustee hereby agree as follows:

ARTICLE I

MODIFICATION

Section 1.01. Section 6.01(4) of the Indenture is amended, from and after the date of this Supplemental Indenture, by adding the following:

(a) the addition of “,” and the deletion of the word “or” after the word “Trustee” and before the word “by”; and

(b) the addition of the following language after the word “outstanding” and before “;” at the end of such section:

“or by the beneficial owners of at least 25% of the aggregate principal amount of the Notes then outstanding; provided, however, that notice from the beneficial owners pursuant to this Section 6.01(4) shall be deemed proper only if, and as of such date, the Issuer has received such information and certifications (including from the Holder of the Note or any Agent Member) reasonably necessary to determine that the person(s) providing such notice are beneficial owners of such Notes (for purposes of this Section 6.01(4), the term “beneficial owner” has the meaning given such term in Rules 13d-3 and 13d-5 under the Exchange Act)”.

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ARTICLE II

EFFECTIVE TIME

Section 2.01. This Supplemental Indenture and the terms related to the amendment to Section 6.01(4) of this Supplemental Indenture will become effective as of the date hereof without any further action by any person.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.01. Indenture. As amended by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall remain in full force and effect.

Section 3.02. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.

Section 3.03. Successors and Assigns. All agreements of the Company, the Parent and the Guarantor in this Supplemental Indenture and the Notes shall bind its successors and all agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 3.04. Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

Section 3.05. Notice of Supplemental Indenture. The Issuer covenants and agrees that, promptly after execution by the Issuer, the Parent, the Guarantor and the Trustee of this Supplemental Indenture, it shall give notice to all Holders of Notes of such fact in accordance with the provisions of Section 8.02 of the Indenture.

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Section 3.06. Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

GSI GROUP CORPORATION,
as Issuer
By:	/s/ Sergio Edelstein
Name:	Sergio Edelstein
Title:	President and Chief Executive Officer
GSI GROUP INC., as Parent
By:	/s/ Sergio Edelstein
Name:	Sergio Edelstein
Title:	President and Chief Executive Officer
EXCEL TECHNOLOGY, INC., as Guarantor
By:	/s/ Sergio Edelstein
Name:	Sergio Edelstein
Title:	President and Chief Executive Officer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Vaneta Bernard
Name:	Vaneta Bernard
Title:	Vice President