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):

May 9, 2013

GSI GROUP INC.

(Exact name of registrant as specified in its charter)

New Brunswick, Canada	001-35083	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 7.01. Regulation FD Disclosure

As disclosed in GSI Group Inc. (the “Company”) 2013 first quarter Form 10-Q, the Company realigned its reportable segments resulting in two segments: Laser Products and Precision Technologies as a result of the NDS acquisition and restructuring activities. The segment realignment resulted in our Laser Scanners product line being moved to our Laser Products segment and added NDS to our Precision Technologies segment.

The Company is providing unaudited restated historical sales and gross profit information, by reportable segment, as a result of the realignment of the Laser Scanners product line from Precision Motion and Technologies (now Precision Technologies) to Laser Products attached hereto as Exhibit 99.1.

The information contained in this Current Report, including Exhibit 99.1, is furnished under this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1 Sales and Gross Profit by Reportable Segment – 2011 and 2012.

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: May 9, 2013	By:	/s/ Robert J. Buckley
		Robert J. Buckley
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Sales and Gross Profit by Reportable Segment – 2011 and 2012.

EX-99.1

Exhibit 99.1

GSI GROUP INC.

Sales and Gross Profit by Reportable Segment

(UNAUDITED)

Reorganization of Reporting Segments

The Company previously operated in three reportable segments: Laser Products, Precision Motion and Technologies and Semiconductor Systems. The Company committed to a plan for the sale of the Semiconductor Systems and Laser Systems businesses in the second quarter of 2012. As a result, these businesses have been reported as discontinued operations in the consolidated financial statements.

As a result of the NDS acquisition and restructuring activities, the Company realigned its reportable segments into two segments: Laser Products and Precision Technologies. The segment realignment resulted in the Laser Scanners product line being moved to the Laser Products segment and added NDS to the Precision Technologies segment. The segment realignment was based on the following factors: (i) customers and sales channel overlap; (ii) commonality amongst customer applications; (iii) allocation of resources, as the Company has a Group President for each of its two reportable segments who is held accountable for the overall results of the respective segment; (iv) consistency with the structure of the Company’s senior management non-equity incentive program for each segment’s senior management; (v) grouping together those product lines whose organizational and operating cost structures we expect will be consolidated in the future; and (vi) meetings between the chief operating decision maker and the two segment Group Presidents to review the operating performance of each segment and to allocate resources.

Reportable segment financial information has been revised based on the circumstances outlined above. The following table sets forth the external sales, gross profit and gross profit margin, as restated, for each of our reportable segments for the periods noted (dollars in thousands):

	Three Months Ended												Twelve Months Ended			Three Months Ended												Twelve Months Ended
	April 1, 2011			July 1, 2011			September 30, 2011			December 31, 2011			December 31, 2011			March 30, 2012			June 29, 2012			September 28, 2012			December 31, 2012			December 31, 2012
Sales:
Laser Products	$	48,430		$	51,564		$	51,667		$	44,353		$	196,014		$	44,162		$	46,297		$	48,369		$	47,513		$	186,341
Precision Technologies		29,073			31,045			27,037			21,127			108,282			21,024			24,082			21,151			18,900			85,157
Total	$	77,503		$	82,609		$	78,704		$	65,480		$	304,296		$	65,186		$	70,379		$	69,520		$	66,413		$	271,498
Gross profit:
Laser Products	$	21,126		$	23,477		$	22,834		$	18,454		$	85,891		$	18,585		$	18,853		$	19,245		$	18,773		$	75,456
Precision Technologies		13,054			14,053			12,259			9,833			49,199			9,278			12,049			9,903			8,715			39,945
Corporate (1)		(438	)		(530	)		(508	)		(514	)		(1,990	)		(182	)		(235	)		(295	)		(213	)		(925	)
Total	$	33,742		$	37,000		$	34,585		$	27,773		$	133,100		$	27,681		$	30,667		$	28,853		$	27,275		$	114,476
Gross profit percentages:
Laser Products		43.6	%		45.5	%		44.2	%		41.6	%		43.8	%		42.1	%		40.7	%		39.8	%		39.5	%		40.5	%
Precision Technologies		44.9	%		45.3	%		45.3	%		46.5	%		45.4	%		44.1	%		50.0	%		46.8	%		46.1	%		46.9	%
Total		43.5	%		44.8	%		43.9	%		42.4	%		43.7	%		42.5	%		43.6	%		41.5	%		41.1	%		42.2	%

⁽¹⁾  Corporate costs primarily represent unallocated overhead related to discontinued operations.