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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 12, 2006
THE GSI GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
333-43089 37-0856587
(Commission File Number) (I.R.S. Employer Identification No.)
1004 E. ILLINOIS STREET, ASSUMPTION, ILLINOIS 62510
(Address of principal executive offices) (Zip Code)
(217)226-4421
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(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:
/ / 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Cross reference to Item 8.01
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Cross reference to Item 8.01
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR DECREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
Cross reference to Item 8.01
ITEM 8.01 OTHER EVENTS
On May 12, 2006 the registrant repurchased a portion of its outstanding 12%
senior notes due in 2013 from Charlesbank, an affiliate of the registrant
(Charlesbank being the majority shareholder of GSI Holdings, Inc., which is the
parent corporation of the registrant) at 101% of the principal amount, in a
total cash amount of $7,474,000, which notes will be promptly cancelled
following the repurchase. The repurchase price for the notes was approved by
all of the independent members (being all members other than the three board
members who are managing directors of Charlesbank) of the board of directors of
the registrant, and was determined after consulting with Lehman Brothers for the
most recent trading price for the notes, although such trading market is
extremely limited, and also taking into account that the record date for the
semi-annual payment of interest on the notes was May 1, 2006 for payment on May
15, 2006. The cash price negotiated with Charlesbank by the registrant to
repurchase the notes was believed by the independent members of the board of
directors to be no less favorable to the registrant than would have been
obtained in a comparable transaction with an unrelated person, and in their
judgment was in the best interests of the registrant. In addition, the
independent directors of the registrant, upon advice from the appropriate
officers of the registrant, determined that there was "excess availability" as
that term in defined in the registrant's Loan and Security Agreement with
Wachovia Bank, as Agent, both immediately before and immediately following such
repurchase. The independent directors further determined, upon advice of
counsel, that such repurchase was permitted under both the registrant's Loan and
security Agreement with Wachovia Bank, as Agent, and under its trust indenture
with U.S. Bank National Association. The effect of the transaction is to reduce
the direct financial obligations of the registrant with respect to its long-term
indebtedness.
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 THEREUNTO DULY AUTHORIZED.
The GSI Group, Inc.
By: /s/ John Henderson
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Chief Financial Officer (Authorized
Signatory)
DATE: MAY 12, 2006