-----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, WCjXaTbc9CUwJMno9ZTvhzzvVMYMn3+xcixmWC9t1qQqI2uHIaXSyaeY1D0L7c8M k1eCtGtCXj2uHyr2NSTBcQ== 0001275287-05-004752.txt : 20051118 0001275287-05-004752.hdr.sgml : 20051118 20051118163521 ACCESSION NUMBER: 0001275287-05-004752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051118 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051118 DATE AS OF CHANGE: 20051118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSI GROUP INC CENTRAL INDEX KEY: 0001076930 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 980110412 STATE OF INCORPORATION: A3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25705 FILM NUMBER: 051215616 BUSINESS ADDRESS: STREET 1: 39 MANNING ROAD STREET 2: . CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 978-439-5511 MAIL ADDRESS: STREET 1: 39 MANNING ROAD STREET 2: . CITY: BILLERICA STATE: MA ZIP: 01821 FORMER COMPANY: FORMER CONFORMED NAME: GSI LUMONICS INC DATE OF NAME CHANGE: 19990401 FORMER COMPANY: FORMER CONFORMED NAME: GSI LUMONICS DATE OF NAME CHANGE: 19990331 FORMER COMPANY: FORMER CONFORMED NAME: LUMONICS INC DATE OF NAME CHANGE: 19990115 8-K 1 gg4195.txt FORM 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): November 18, 2005 GSI GROUP INC. (Exact name of registrant as specified in its charter) New Brunswick, Canada ---------------------------------------------- (State or other jurisdiction of incorporation) 000-25705 98-0110412 ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 39 Manning Road, Billerica, Massachusetts 01821 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (978)439-5511 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 220.425) [ ] 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On November 18, 2005, GSI Group Inc. (the "Company") issued a press release announcing the retirement of Charles Winston, Chief Executive Officer and the appointment of the executive search firm G. A. Partners to assist the Board of Directors in identifying a successor. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Press Release issued November 18, 2005 The information in this Current Report on Form 8-K (including the press release attached as Exhibit 99.1 hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GSI GROUP INC. (Registrant) Date: November 18, 2005 By: /s/ Thomas R. Swain --------------------------- Thomas R. Swain Vice President, Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- --------------------------------------- 99.1 Press Release issued November 18, 2005. EX-99.1 2 gg4195ex991.txt EXHIBIT 99.1 Exhibit 99.1 GSI GROUP ANNOUNCES CEO'S INTENT TO RETIRE AND APPOINTMENT OF EXECUTIVE SEARCH FIRM BILLERICA, Mass., Nov. 18 /PRNewswire-FirstCall/ -- GSI Group Inc., (Nasdaq: GSIG) announced the appointment of the executive search firm G. A. Partners to assist the Board of Directors in identifying a successor to Charles Winston, Chief Executive Officer, who will retire in 2006. The Board of Directors, after evaluating a number of executive search firms, selected Paul Gomory, principal of G.A. Partners, to lead the search process, based on his experience and excellent track record. "Identifying Charles' successor is the most important priority for the Board in the coming months. A Search Committee of three Board members has been actively working on this, and is committed to devote whatever time and resources are required to find and select the best candidate for this position", said Richard Black, Chairman of the Board. Mr. Black continued, "Charles will remain as CEO until his successor is appointed. And in an effort to accomplish a smooth and orderly transition, Charles has also agreed to serve as a consultant and advisor to the Company and the new CEO through 2008. In Charles' 18 years as CEO, a very long tenure nearly unmatched in the world of high tech, Charles' contributions to the growth and development of GSI have been immeasurable. We know that the bar has been set very high and we have our work cut out for us to find a qualified successor." GSI Group Inc. supplies precision motion control products, lasers and laser-based advanced manufacturing systems to the global medical, semiconductor, electronics, aerospace and industrial markets. The Company's web site address is http://www.gsig.com. Safe Harbor Certain statements in this news release may constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934. These forward-looking statements may relate to anticipated financial performance, management's plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, tax issues and other matters. 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 "anticipate," "believe," "estimate," "expect," "intend," "plan," "objective" and other similar expressions. Readers should not place undue reliance on the forward- looking statements contained in this news release. Such statements are based on management's beliefs and assumptions and on information currently available to management and are subject to risks, uncertainties and changes in condition, significance, value and effect. Other risks include the fact that the Company's sales have been and are expected to continue to be dependent upon customer capital equipment expenditures, which are, in turn, affected by business cycles in the markets served by those customers. Other factors include volatility in the semiconductor industry, the risk of order delays and cancellations, the risk of delays by customers in introducing their new products and market acceptance of products incorporating subsystems supplied by the Company, similar risks to the Company of delays in its new products, our ability to continue to reduce costs and capital expenditures, our ability to focus R&D investment and integrate acquisitions and other risks detailed in reports and documents filed by the Company with the United States Securities and Exchange Commission and with securities regulatory authorities in Canada. Such risks, uncertainties and changes in condition, significance, value and effect, many of which are beyond the Company's control, could cause the Company's actual results and other future events to differ materially from those anticipated. The Company does not, however, assume any obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. GSI-G Raymond Ruddy, Investor Relations of GSI Group, +1-978-439-5511 ext. 6170. SOURCE GSI Group Inc. -0- 11/18/2005 /CONTACT: Raymond Ruddy, Investor Relations of GSI Group, +1-978-439-5511 ext. 6170 / /First Call Analyst: / /FCMN Contact: / /Company News On-Call: http://www.prnewswire.com/comp/107189.html/ /Website: http://www.gsig.com / (GSIG) -----END PRIVACY-ENHANCED MESSAGE-----