-----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, VMnu2sbakklg50xtDTMky2NKXW9eEpdKzYR1zrjp6wepM61Qi0fPPrKTqQGThkFK GDoEUDylXVKl52eGlFQzHQ== 0001181431-08-050808.txt : 20080829 0001181431-08-050808.hdr.sgml : 20080829 20080829164147 ACCESSION NUMBER: 0001181431-08-050808 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080821 FILED AS OF DATE: 20080829 DATE AS OF CHANGE: 20080829 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EXCEL TECHNOLOGY INC CENTRAL INDEX KEY: 0000873603 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 112780242 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 41 RESEARCH WAY CITY: E SETAUKET STATE: NY ZIP: 11733 BUSINESS PHONE: 631-784-6175 MAIL ADDRESS: STREET 1: 41 RESEARCH WAY CITY: EAST SETAUKET STATE: NY ZIP: 11733 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSI GROUP INC CENTRAL INDEX KEY: 0001076930 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] STATE OF INCORPORATION: A3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19306 FILM NUMBER: 081049609 BUSINESS ADDRESS: STREET 1: 125 MIDDLESEX TURNPIKE STREET 2: . CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 781-266-5700 MAIL ADDRESS: STREET 1: 125 MIDDLESEX TURNPIKE STREET 2: . CITY: BEDFORD STATE: MA ZIP: 01730 FORMER NAME: FORMER CONFORMED NAME: GSI LUMONICS INC DATE OF NAME CHANGE: 19990401 FORMER NAME: FORMER CONFORMED NAME: GSI LUMONICS DATE OF NAME CHANGE: 19990331 FORMER NAME: FORMER CONFORMED NAME: LUMONICS INC DATE OF NAME CHANGE: 19990115 4 1 rrd217440.xml FORM 4 X0303 4 2008-08-21 0 0000873603 EXCEL TECHNOLOGY INC XLTC 0001076930 GSI GROUP INC 125 MIDDLESEX TURNPIKE BEDFORD MA 01730 0 0 1 0 Common Stock, par value $0.001 per share 2008-08-21 4 P 0 84303 32.00 A 8656134 D Common Stock, par value $0.001 per share 2008-08-22 4 P 0 649788 32.00 A 9305922 D Common Stock, par value $0.001 per share 2008-08-25 4 P 0 606313 32.00 A 9912235 D Common Stock, par value $0.001 per share 2008-08-26 4 P 0 202964 32.00 A 10115199 D In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 9, 2008, by and among GSI Group Inc., a New Brunswick corporation ("GSI"), Eagle Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of GSI ("Purchaser"), and Excel Technology, Inc., a Delaware corporation ("Excel"), on July 23, 2008, Purchaser commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.001 per share, of the Company (the "Shares") at a price of $32.00 per share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated July 23, 2008, as amended, included as an exhibit to the Tender Offer Statement on Schedule TO filed by GSI and Purchaser with the Securities and Exchange Commission on July 23, 2008. The Offer expired at 12:00 midnight, New York City time, on Tuesday, August 19, 2008. An aggregate of 8,571,831 Shares were validly tendered and not withdrawn (not including certain shares tendered under guaranteed delivery procedures), representing approximately 78.62% of the Company's outstanding common stock. On August 20, 2008, Purchaser accepted for payment all validly tendered and not withdrawn Shares. On August 20, 2008, GSI and Purchaser announced the commencement of a subsequent offering period, expiring at 5:00 p.m., New York City time, on Tuesday, August 26, 2008 (the "Subsequent Offering Period"). These Shares were tendered and accepted for payment during the Subsequent Offering Period. Includes 1,000 Shares previously delivered through notices of guaranteed delivery during the Offer. Includes 648,080 Shares previously delivered through notices of guaranteed delivery during the Offer. Purchaser was an indirect, wholly owned subsidiary of GSI and was the registered owner of the Shares purchased in the Offer. Following Purchaser's acceptance for payment of Shares during the Subsequent Offering Period, pursuant to the terms of the Merger Agreement, on August 29, 2008 Purchaser merged with and into the Company (the "Merger") and each share of common stock, par value $0.001 per share, of Purchaser that was issued and outstanding immediately prior to the Merger was converted into one Share of the Company, as the surviving corporation. As a result of the Merger, Purchaser's corporate existence ceased. On August 29, 2008, the Company filed a Form 15 with the SEC to terminate the registration of its common stock under Section 12 of the Securities Exchange Act of 1934, as amended. /s/ Daniel J. Lyne 2008-08-29 -----END PRIVACY-ENHANCED MESSAGE-----