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):

December 29, 2010

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

N/A

(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 29, 2010, GSI Group Inc. (the “Company”) filed Articles of Amendment to the Company’s Articles with the New Brunswick Director of Corporations effecting a 1-for-3 reverse split of our common shares, effective immediately. On November 23, 2010, the Company’s shareholders approved a proposal to effect a reverse split of the Company’s common shares by a ratio of 1-for-2, 1-for-3, 1-for-4 or 1-for-5, with the exact ratio to be determined by the board of directors in its discretion. On December 6, 2010, the Company’s board of directors approved the reverse stock split at a 1-for-3 ratio.

Pursuant to the reverse stock split, the Company’s shareholders will receive one of the Company’s post-split common shares for every three pre-split common shares held prior to the effectiveness of the reverse stock split. Holders of common shares who would otherwise be issued a fractional common share will be entitled to have such fractional share rounded up to one share.

Additional information about the reverse stock split is available in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 27, 2010.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

3.1	Articles of Amendment as filed on December 29, 2010.
99.1	Press Release, dated December 29, 2010.

2

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 hereunto duly authorized.

	GSI Group Inc.
	(Registrant)
Date: December 29, 2010	By:	/S/    GLENN E. DAVIS
		Glenn E. Davis
		Principal Financial Officer

3

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Articles of Amendment as filed on December 29, 2010.
99.1	Press Release dated December 29, 2010.

4

EX-3.1

Exhibit 3.1

CANADAPROVINCE OF NEW BRUNSWICKBUSINESS CORPORATIONS ACT

CERTIFICATE OF AMENDMENT

CANADAPROVINCE DU NOUVEAU-BRUNSWICKLOI SUR LES CORPORATIONS COMMERCIALES

CERTIFICAT DE MODIFICATION

GSI Group Inc.

Name of Corporation / Raison sociale de la corporation

508971

Corporation Number / Numéro de la corporation

I HEREBY CERTIFY that the Articles of the above-mentioned corporation were amended under the relevant section(s) of the Act, as applicable:

JE CERTIFIE que les statuts de la corporation mentionnée ci-dessus ont été modifiés en vertu des articles pertinents de la Loi, selon le cas :

Section 11 of the Business Corporations Act in accordance with the attached notice; Article 11 de la Loi sur les corporations commerciales conformément à l’avis ci-joint;

Section 26 of the Business Corporations Act as set out in the attached Articles of Amendment designating a series of shares;

Article 26 de la Loi sur les corporations commerciales de la façon indiquée dans les statuts de modification ci-joints décrivant les actions d’une série;

Section 117 of the Business Corporations Act as set out in the attached Articles of Amendment;

Article 117 de la Loi sur les corporations commerciales de la façon indiquée dans les statuts de modification ci-joints;

Section 132 of the Business Corporations Act as set out in the attached Articles of Reorganization.

Article 132 de la Loi sur les corporations commerciales de la façon indiquée dans les statuts de réorganisation ci-joints.

December 29, 2010 - le 29 décembre 2010 Date of Amendment - Date de modification

Director - Directeur

NEW BRUNSWICK NOUVEAU-BRUNSWICK

BUSINESS CORPORATIONS ACT LOI SUR LES CORPORATIONS COMMERCIALES

FORM 3 FORMULE 3

ARTICLES OF AMENDMENT STATUTS DE MODIFICATION

(SECTION 26, 116) (ARTICLE 26, 116)

1 - Name of Corporation - Raison sociale de la corporation 2 - Corporation No. - Numéro de la corporation

GSI Group Inc. 508971

3 - The articles of the above - mentioned corporation are amended as Les statuts de la corporation mentionnée ici sont modifiés comme suit : follows:

The share structure of the corporation is amended as follows: - L’organisation du capital social est modifiée comme suit :

See Schedule - Share Structure / Voir annexe - Organisation du capital social

Date Signature Description of Office - Description du bureau

2010-12-29 John Roush Principal Executive Officer

FOR DEPARTMENT USE ONLY Filed - Déposé

RÉSERVÉ À L’USAGE DU MINISTRÈRE

Corporation No. - No. de Corporation 508971 2010-12-29

TN# 2723515

SN0250/45-5031 (6/01)

GSI Group Inc.

Schedule - Share Structure / Annexe - Organisation du capital social

The issued and outstanding common shares in the capital of the Corporation is consolidated by changing every three (3) issued and outstanding common shares in to one (1) common share provided however that no fractional shares shall be issued and holders of common shares who, upon such consolidation, would otherwise be issued a fractional common share will be entitled to have such fractional common share rounded up and shall receive a full common share.

TN# 2723515

Page 1 / 1

EX-99.1

Exhibit 99.1

GSI Group, Inc. Announces Reverse Stock Split and NASDAQ Listing Application

BEDFORD, Mass., December 29, 2010 – GSI Group Inc. (Pink Sheets: LASR.PK) (the “Company” or “GSI”) announced that the 1 for 3 reverse stock split previously approved by the Company’s Board of Directors and shareholders became effective today at the open of business. Following the reverse stock split, the Company has approximately 33.3 million common shares issued and outstanding. The Company’s common shares will trade under the symbol “LASRD.PK” for the next 20 days and will revert to “LASR.PK” thereafter. The Company also announced that it has filed an application to list its common shares on the NASDAQ Global Market and currently expects that NASDAQ will make a decision on the Company’s application by the end of January 2011. The Company’s common shares will continue to be quoted on Pink OTC Markets Inc. until such time as the shares may be listed on the NASDAQ Global Market, if the Company’s application is approved by NASDAQ, or another securities exchange.

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 quoted on Pink OTC Markets Inc. (LASR.PK).

More information about GSI is available on the company’s website at www.gsig.com.

Safe Harbor and 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 news release that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as “expect,” “intend,” “anticipate,” “estimate,” “plan,” and other similar expressions. These forward-looking statements include, but are not limited to, statements related to: the trading symbol of the Company’s common shares; the timing of a decision by NASDAQ on the Company’s listing application; any possible approval by NASDAQ of the Company’s listing application; and other statements that are not historical facts.

These forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could affect future results and cause actual results and events to differ materially from historical and expected results and those expressed or implied in the forward-looking statements, including, but not limited to, the following: the potential adverse impact of the Company’s recently completed Chapter 11 bankruptcy proceedings on the Company’s business, financial condition or results of operations; the potential adverse impact of the SEC’s formal investigation relating to its review of the Company’s accounting practices and the restatement of the Company’s historical consolidated financial statements; the highly unpredictable nature of the semiconductor and electronics materials processing industry; the Company’s ability to manage its significant indebtedness in light of current economic and business conditions; the Company’s ability to grow and increase profitability; the Company’s ability to quickly increase manufacturing capacity and promptly respond to fluctuating product demands; the Company’s need to invest in research and development; the Company’s ability to develop and deliver new competitive technology and enhancements and customer acceptance thereof; the effects of competition; the Company’s ability to identify and hire permanent senior management; the Company’s failure to identify and manage weaknesses in internal controls; the Company’s ability to file timely with the SEC in the future; and the Company’s ability to convert bookings and backlog into shipments or revenue, as they are subject to termination or cancellation under certain circumstances. Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect the Company’s operating results and financial condition are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, the Company’s Current Report on Form 8-K filed on June 4, 2010, and in the Company’s subsequent filings with the SEC made prior to or after the date hereof. Such statements are based on the Company’s management’s beliefs and assumptions and on information currently available to the Company’s management. The Company disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this document except as required by law.

For more information contact:

GSI Group Investor Relations

Telephone: (781) 266-5137

Email: InvestorRelations@gsig.com