8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 10, 2007

GP Strategies Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-7234	13-1926739
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6095 Marshalee Drive, Suite 300, Elkridge, MD		21075
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (410) 379-3600

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

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

On December 10, 2007, the stockholders of GP Strategies Corporation (“the Company”) approved an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock of the Company, par value $.01 per share, from 25 million to 35 million shares.  The amendment to the Restated Certificate was filed with the Secretary of State of the State of Delaware and became effective on December 12, 2007.  Also on December 10, 2007, the Board of Directors of the Company approved amendments to the Company’s Amended and Restated By-Laws to (a) correct certain provisions that were inconsistent with the Delaware General Corporation Law, (b) clarify that the Company may issue uncertificated shares and make certain related administrative changes and (c) expressly authorize the Chairman, Chief Executive Officer, President and Secretary to call special meetings of the Board. Previously, the Company’s By-Laws only permitted the President or Executive Vice President to call special meetings of the Board.  The amendments to the By-Laws are effective immediately.  Copies of the amendments to the Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

3.1Certificate of Amendment to Restated Certificate of Incorporation.

3.2Amendments to Amended and Restated By-Laws.

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.

	GP STRATEGIES CORPORATION
Date: December 14, 2007	/s/ Kenneth L. Crawford
	Senior Vice President, General Counsel & Secretary

2

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to Restated Certificate of Incorporation.
3.2	Amendments to Amended and Restated By-Laws.

3

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

GP STRATEGIES CORPORATION

GP Strategies Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.Article FOURTH of the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) is hereby amended and restated in its entirety to read as follows:

FOURTH:  The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-five million (45,000,000) shares, of which thirty-five million (35,000,000) are to be Common Stock with a par value of One Cent ($.01) per share (hereinafter called the “Common Stock”) and of which ten million (10,000,000) shares are to be Preferred Stock with a par value of One Cent ($.01) per share (hereinafter the “Preferred Stock”), to be issued in such series and with such terms and conditions as the Board of Directors may determine.

2.The foregoing amendment of the Certificate of Incorporation has been duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Sections 242 and 216 of the General Corporation Law of the State of Delaware.

3.This amendment to the Corporation’s Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, GP Strategies Corporation has caused this Certificate of Amendment to be signed by Scott N. Greenberg, Chief Executive Officer, this 12th day of December 2007.

GP STRATEGIES CORPORATION
By:	/s/ Scott N. Greenberg
		Scott N. Greenberg, Chief Executive Officer

EX-3.2

Exhibit 3.2

AMENDMENTS TO THE AMENDED AND RESTATED BY-LAWS

1. Article II, Section 4 of the By-Laws is hereby deleted in its entirety and replaced by the following:

Section 4.  At least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the Secretary.  Such list shall be open to the examination of any stockholder for said ten days either at a place within the city, town or village where the meeting is to be held and which place shall be specified in the notice of meetings, or, if not so specified, at the place where said meeting is to be held, and shall be produced and kept at the time and place of the meeting during the whole time thereof, and subject to the inspection of any stockholder who may be present.

2. Article II, Section 12 of the By-Laws is hereby deleted in its entirety and replaced by the following:

Section 12.  Whenever a vote of stockholders is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing shall be signed by stockholders holding the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or to the Secretary.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  Prompt notice of the taking of a corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

3. Article III, Section 7 of the By-Laws is hereby deleted in its entirety and replaced by the following:

Section 7.  Special meetings of the Board may be called by the Chairman, Chief Executive Officer, President or Secretary on at least two days notice to each Director, either personally, by mail, by telegram or by electronic transmission.  Meetings may be held at any time without notice if all the Directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing.

4. Article VI, Section 1 of the By-Laws is hereby deleted in its entirety and replaced by the following:

Section 1.  The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe in accordance with the law, provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series of its stock shall be uncertificated shares; provided, however, that no such resolution shall apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  The certificates of stock, which shall be numbered, and uncertificated shares shall be entered in the books of the Corporation as they are issued.  They shall exhibit the holder’s name and number of shares and shall be signed by the President or the Executive Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

5. Article VI, Section 4 of the By-Laws is hereby deleted in its entirety and replaced by the following:

Section 4.  The shares of stock of the Corporation shall be transferable on the books of the Corporation by the registered holder thereof in person or by his attorney:  (1) in the case of shares represented by a certificate, upon surrender for cancellation of certificates for the same number of similar shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require; and (2) in the case of uncertificated shares, upon the receipt of proper transfer instructions from the registered owner thereof.

6. Article VI, Section 7 of the By-Laws is hereby deleted in its entirety and replaced by the following:

Section 7.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, or it may issue uncertificated shares if the shares represented by such certificate have been designated as uncertificated shares in accordance with Section 1 of this Article VI, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing the issuance of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion, and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.