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NY: 482619-6
NY: 482619-6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 12, 2005
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(Date of Report - Date of earliest event reported)
THE GSI GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
333-43089 37-0856587
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(Commission File Number) (IRS Employer Identification No.)
1004 E. ILLINOIS STREET
ASSUMPTION, ILLINOIS 62510
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(Address of Principal Executive Offices) (Zip Code)
(217) 226-4421
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(Registrant's Telephone Number, Including Area Code)
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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))
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ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
The Board of Directors, Chief Executive Officer, and the Interim Chief Financial
Officer of the Company have become aware of information indicating possible
errors in previously issued financial statements and commenced a review of
certain of the Company's accounting policies and practices, including among
other things accounting policies and practices relating to the capitalization of
overhead into inventory and reserves for slow moving and obsolete inventory.
Based on the preliminary results of its ongoing review, on July 8, the Company,
in consultation with its independent auditors, BKD, LLP, has determined that its
previously issued financial statements for the years ended December 31, 2004,
2003, and 2002 (and the quarterly periods included therein) and the quarter
ended April 1, 2005 may contain certain errors, some or all of which may be
material to the Company's previously reported financial results, and that
certain adjustments are likely to be required to correct such errors.
Accordingly, the financial statements referred to in the preceding sentence
should not be relied upon until such time as the Company is able to quantify
such errors and ascertain those matters, if any, as to which a restatement of
its financial statements is needed.
The Company anticipates that adjustments, if any, made pursuant to these matters
will have no cash impact on the Company's previously reported financial results.
As the Company and BKD, LLP have not yet completed their analyses of all such
matters, however, the Company is currently unable to determine the amount of any
required adjustments or the periods affected by such errors with certainty. The
Company (in consultation with BKD, LLP) will attempt to conclude these analyses
promptly. At the conclusion of its analyses, the Company will publicly announce
the extent of any required restatements.
The Company also anticipates that it will host a conference call immediately
following the release of its financial results for the quarter ending July 1,
2005. On this call, the Chief Executive Officer and the Interim Chief Financial
Officer of the Company plan to discuss the Company's financial and operating
performance as well as the extent and nature of any restatements by the Company
of its previously reported financial results.
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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.
THE GSI GROUP, INC.
By: /s/ William J. Branch
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Name: William J. Branch
Title: Chief Executive Officer
Date: July 12, 2005
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