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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 25, 2005
GSI GROUP INC.
(Exact name of registrant as specified in its charter)
New Brunswick, Canada
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(State or other jurisdiction of incorporation)
000-25705 98-0110412
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(Commission File Number) (I.R.S. Employer Identification No.)
39 Manning Road, Billerica, Massachusetts 01821
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(Address of principal executive offices, including zip code)
(978) 439-5511
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(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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 25, 2005, GSI Group Inc. (the "Company") issued a press release
announcing its financial position, results of operations and cash flows as of
and for the fiscal quarter ended September 30, 2005. 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 8.01. OTHER EVENTS.
Included in the press release noted above and attached as Exhibit 99.1 to
this Current Report on Form 8-K, the Company also announced that it was
voluntarily withdrawing the listing of its stock under the ticker symbol GSI,
from the Toronto Stock Exchange. The delisting will be effective as of the close
of trading on November 1, 2005. The move was prompted by the recent cost
containment initiative and the fact that the company no longer maintains
offices, division personnel or operations in Canada. GSI Group Inc. will remain
as a Canadian domiciled company and shares will continue to be able to be
purchased and sold on the Nasdaq exchange under the existing ticker symbol GSIG.
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 October 25, 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: October 25, 2005 By: /s/ Thomas R. Swain
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Thomas R. Swain
Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued October 25, 2005.