UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GSI Group Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
36229U102
--------------------------------------------------------------------------------
(CUSIP Number)
Tennenbaum Capital Partners, LLC
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 19, 2009
------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
--------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 5 Pages)
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D/A Page 2 of 5 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Tennenbaum Capital Partners, LLC (1)
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,325,135 shares
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 0
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,325,135 shares
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325,135 shares
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.8% (2)
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA, OO
------------- -----------------------------------------------------------------
(1) Tennenbaum Capital Partners, LLC serves as investment advisor to, INTER
ALIA, Special Value Opportunities Fund, LLC, a Delaware limited liability
company ("SVOF"), Special Value Expansion Fund, LLC, a Delaware limited
liability company ("SVEF"), Special Value Continuation Partners, LP, a Delaware
limited partnership ("SVCP"), and Tennenbaum Opportunities Partners V, LP, a
Delaware limited partnership ("TOP V"), which are the registered holders of
shares of Common Stock of GSI Group Inc. beneficially owned by Tennenbaum
Capital Partners, LLC.
(2) Based on 47,591,899 shares of Common Stock of GSI Group Inc. outstanding as
set forth by GSI Group Inc. in its Rule 424(b)(3) Prospectus filed with the
Securities and Exchange Commission on October 23, 2008.
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D/A Page 3 of 5 Pages
---------------------------- ----------------------------
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 (the "Amendment") amends the statement on Schedule 13D
filed on July 2, 2009 (the "Original Schedule 13D", as amended, the "Schedule
13D") with respect to the common stock, no par value (the "Common Stock"), of
GSI Group Inc., a company continued and existing under the laws of the Province
of New Brunswick, Canada (the "Issuer"). Capitalized terms used herein and not
otherwise defined in this Amendment have the meanings set forth in the Original
Schedule 13D. This Amendment amends Items 4, 6 and 7 as set forth below.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by the
addition of the following:
On November 19, 2009, the Reporting Person (or its affiliates) and certain
of the other Noteholders (the "Consenting Noteholders") entered into a
Noteholder Restructuring Plan Support Agreement (the "Plan Support Agreement")
with the Issuer, the Subsidiary and certain of their subsidiaries and affiliates
(together, the "Issuer Parties"), under which the parties thereto agreed to the
terms of a restructuring of the Notes pursuant to a chapter 11 plan of
reorganization, the terms of which are substantially similar to those set forth
in the Term Sheet. The commitment to support the restructuring is contingent,
among other things, upon receipt of a bankruptcy court approved Disclosure
Statement (as defined in the Plan Support Agreement) and other solicitation
materials in support of the Plan.
Pursuant to the Plan Support Agreement, the Noteholders party thereto
agreed, among other things subject to certain exceptions, (i) to vote all claims
or shares it holds or asserts against the Issuer Parties in favor of the Plan
(as defined in the Plan Support Agreement), (ii) not to object to confirmation
of the Plan or object to or otherwise commence any proceeding to oppose or alter
the Plan or support an alternative plan, and (iii) not to withdraw, change or
revoke its vote with respect to the Plan, except as otherwise provided in the
Plan Support Agreement, and (iv) except as otherwise permitted in the Plan
Support Agreement, not to take any other action that would materially prevent or
delay the consummation of the restructuring contemplated by the Plan Support
Agreement.
The Plan Support Agreement is subject to termination upon the occurrence of
certain events, including, without limitation, (i) at the option of 66 2/3% of
Consenting Noteholders (the "Required Noteholders"), upon the failure of the
Issuer Parties to take certain actions by specified milestone dates, (ii) at the
option of the Issuer Parties or the Required Noteholders, if the bankruptcy
court grants relief that is materially inconsistent with the Plan Support
Agreement or the Plan or (iii) at the option of the Required Noteholders, upon
the occurrence of a Material Adverse Change (as defined in the Plan Support
Agreement).
This description of the Plan Support Agreement is a summary only and is
qualified in its entirety by reference to the Plan Support Agreement, a copy of
which is referenced as Exhibit 6 hereto (which incorporates by reference
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D/A Page 4 of 5 Pages
---------------------------- ----------------------------
Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on November
20, 2009) and is incorporated herein by reference.
As more fully described in the Plan, under the Plan the Notes will be
exchanged for, among other things, New Senior Secured Notes (as defined in the
Plan) and common stock of the reorganized Issuer. This description of the Plan
is a summary only and is qualified in its entirety by reference to the Plan, a
copy of which was filed as Exhibit A of Exhibit 10.1 of the Current Report on
Form 8-K filed by the Issuer on November 20, 2009.
In addition, the 10th paragraph of Item 4 of the Schedule 13D is hereby
amended to add the following:
The Reporting Person (or its affiliates) and certain of the other Noteholders
(the "Jointly Represented Noteholders") have jointly retained counsel in
connection with their respective investments in the Notes to negotiate on behalf
of the Jointly Represented Noteholders in connection with the restructuring of
the Notes. Each Jointly Represented Noteholder will make an independent decision
regarding any proposal to or from the Issuer relating to its investment in the
Notes.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of
the following:
As described in Item 4 above, on November 19, 2009, the Consenting Noteholders
entered into the Plan Support Agreement with the Issuer Parties, under which the
parties thereto agreed to the terms of a restructuring of the Notes pursuant to
a chapter 11 plan of reorganization a copy of which is referenced as Exhibit 6
hereto (which incorporates by reference Exhibit 10.1 of the Current Report on
Form 8-K filed by the Issuer on November 20, 2009) and is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of
the following:
6. Noteholder Restructuring Plan Support Agreement, dated as of November 19,
2009, by and among the Consenting Noteholders and the Issuer Parties
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by the Issuer on November 20, 2009).
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 5 of 5 Pages
---------------------------- ----------------------------
Signature
After reasonable inquiry and to the best of such Reporting Person's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: November 20, 2009
TENNENBAUM CAPITAL PARTNERS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ Elizabeth Greenwood
------------------------
Name: Elizabeth Greenwood
Title: General Counsel & Chief Compliance Officer