Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Common
Stock, no par value
|
|
(Title
of Class of Securities)
|
|
Martin
M. Hale Jr.
570
Lexington Avenue
49th
Floor
New
York, New York 10022
(212)
751-8800
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
June 30, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other
parties to whom copies are to be sent.
(Continued
on following pages)
(Page 1
of 9 Pages)
* 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).
|
CUSIP
No. 36229U102
|
SCHEDULE
13D
|
Page 2 of 9
Pages
|
| |
|
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
|
|
|
|
|
Hale
Capital Partners, LP
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a)
o
|
|
|
|
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E)
|
|
|
|
|
|
|
|
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Delaware
|
|
|
|
7
|
SOLE
VOTING POWER
|
|
|
|
|
|
|
|
149,488 shares
|
|
NUMBER
OF
|
8
|
SHARED
VOTING POWER
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
0
shares
|
|
OWNED
BY
|
9
|
SOLE
DISPOSITIVE POWER
|
|
EACH
REPORTING
|
|
|
|
PERSON
WITH
|
|
149,488 shares
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
shares
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
149,488 shares
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
|
|
|
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
0.03% (see
Item 4)
|
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
|
|
PN
|
|
|
CUSIP
No. 36229U102
|
SCHEDULE
13D
|
Page 3 of 9
Pages
|
|
Item
1.
|
Security
and Issuer
|
This
statement on Schedule 13D relates 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"). The principal executive offices of the Issuer are located
at: 125 Middlesex Turnpike, Bedford, Massachusetts 01730.
|
Item
2.
|
Identity
and Background
|
This
statement on Schedule 13D is being filed by Hale Capital Partners, LP (the
"Reporting Person"), a Delaware limited partnership, and Martin Hale Jr., the
Chief Executive Officer of Hale (“Hale”).
Neither the present filing nor anything
contained herein shall be construed as an admission that the Reporting Person
constitutes a “person” for any purpose other than for compliance with Section
13(d) of the Act.
The
Reporting Person is organized in Delaware. The principal business of
the Reporting Person is investment and/or investment
management. Hale is the general partner of the Reporting
Person. The principal business address of the Reporting Person and
Hale is 570 Lexington Avenue, 49th Floor, New York, New York
10022. Hale is a citizen of the United States.
During the last five years, neither the
Reporting Person, nor, to the knowledge of the Reporting Person, Hale, (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
The
shares of Common Stock reported herein were purchased by the Reporting Person
and acquired through a cashless exercise of the Warrants (as defined in Item 4
below) issued to the Reporting Person (the "Original Warrants"). The
Original Warrants were issued to the Reporting Person in connection with its
purchase of the Notes (as defined in Item 4 below) pursuant to the Securities
Purchase Agreement (as defined in Item 4 below) (the Notes so purchased, the
"Original Notes"). The shares that were purchased, Original Notes and
Original Warrants were acquired with the Reporting Person’s investment funds in
accounts under management. A total of $5,000,000 was paid to acquire
the Original Notes and the Original Warrants. A total of $18,210 was
paid to acquire the 10,000 shares that were purchased.
Hale has
not contributed any funds or other consideration towards the acquisition of the
shares of Common Stock reported herein except insofar as he may have partnership
interests in the Reporting Person and may have made capital contributions to the
Reporting Person.
|
CUSIP
No. 36229U102
|
SCHEDULE
13D
|
Page 4 of 9
Pages
|
|
Item
4.
|
Purpose
of Transaction.
|
The
shares of Common Stock reported herein are held directly by the Reporting
Person. The shares of Common Stock reported herein were purchased by
the Reporting Person and acquired upon an automatic cashless exercise of the
Original Warrants for investment purposes, in the ordinary course of the
Reporting Person's business, because the Reporting Person believed they
represented an attractive investment opportunity. The Reporting
Person may be deemed to beneficially own 149,488 shares of Common Stock,
representing approximately 0.03% of the shares of Common Stock outstanding based
on 47,591,899 shares of Common Stock outstanding as set forth in the Rule
424(b)(3) Prospectus filed by the Issuer on October 23, 2008.
On July 9, 2008, pursuant to a
Securities Purchase Agreement (the "Securities Purchase Agreement"), by and
among the Issuer, GSI Group Corporation (the "Subsidiary"), the Reporting Person
and certain other parties thereto (together, the "Lenders"), the Reporting
Person purchased (x) 11% Senior Notes (the "Notes") of the Subsidiary issued
pursuant to that certain Indenture, dated as of August 20, 2008 (the
"Indenture"), between the Subsidiary, the Issuer and Eagle Acquisition
Corporation, as guarantors, and The Bank of New York Mellon Trust Company, N.A.,
as trustee (in such capacity, the "Trustee") and (y) Warrants to Purchase Common
Stock (the "Warrants") pursuant to the Warrant Agreement, dated August 20, 2008,
by and among the Issuer and the Lenders (the "Warrant Agreement").
Concurrently with the closing of the
transactions contemplated by the Securities Purchase Agreement, the Issuer and
the Lenders entered into a Registration Rights Agreement (the "Registration
Rights Agreement"), pursuant to which the Issuer agreed to provide certain
registration rights with respect to the shares of Common Stock issuable upon
exercise of the Warrants under the Securities Act of 1933, as amended and the
rules and regulations promulgated thereunder, and applicable state securities
laws.
The Securities Purchase Agreement, the
Registration Right Agreement, the Indenture and the Warrant, copies of which are
referenced, respectively, as Exhibits 1, 2, 3 and 4 hereto (which incorporates
by reference Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer
on July 11, 2008, and Exhibits 10.3, 10.1 and 10.2 of the Current Report on Form
8-K filed by the Issuer on August 21, 2008) are each incorporated herein by
reference.
The
Original Warrants were automatically exercised into 139,488 shares of Common
Stock pursuant to the terms of the Warrant Agreement on a cashless basis at the
time the registration statement filed by the Issuer pursuant to the Registration
Rights Agreement was declared effective by the Securities and Exchange
Commission (the "SEC").
On December 3, 2008, the Reporting
Person delivered a notice of default pursuant to Section 6.01(4) of the
Indenture to the Subsidiary (the "Default Notice"), which set forth a default by
the Subsidiary pursuant to Section 4.02(a) of the Indenture, as a result of the
Issuer's failure to (i) timely file its Quarterly Report on Form 10-Q for the
quarterly period ended September 26, 2008 (the "September 2008 10-Q") with the
SEC within the time periods specified in the SEC's rules and regulations, (ii)
furnish a copy of the same to the Trustee for delivery to the Holders (as
defined in the Indenture) of the Notes and (iii) post the same on the Issuer's
website or otherwise make the same available to the prospective purchasers of
the Notes. The Issuer has not filed the September 2008 10-Q to
date. Subject to the Forbearance Agreement described below, beginning
60 days after the Default Notice was delivered to the Subsidiary, the Reporting
Person has had the ability to exercise its right to accelerate the indebtedness
outstanding under the Indenture.
|
CUSIP
No. 36229U102
|
SCHEDULE
13D
|
Page 5 of 9
Pages
|
On February 6, 2009, the Subsidiary and
certain Lenders entered into a Forbearance Agreement that was approved by the
Reporting Person (the "Forbearance Agreement"). Pursuant to the
Forbearance Agreement, the Lenders named therein agreed to forebear from taking
any action or exercising any remedies under the Indenture related to the above
mentioned Event of Default. The Forbearance Agreement terminated on
February 27, 2009.
The Subsidiary and the Reporting Person
have come to preliminary, non-binding terms to be used to restructure the debt
outstanding under the Indenture (the "Restructuring"). The proposed
terms of the Restructuring were determined as of June 30, 2009 to include the
reduction of the amount of debt outstanding under the Indenture to $95,000,000,
the granting of a first priority lien with respect to the remaining debt
outstanding under the Indenture, the issuance to the holders of Notes
(collectively, the "Noteholders") of a substantial equity interest in the Issuer
in exchange for the reduction in debt (which interest, in the aggregate, would
represent up to 80% of the Issuer's equity on a pro forma basis), the transition
to a board of directors that would be reflective of such equity ownership, the
deletion of certain restrictive covenants in the Indenture and the
implementation of a new management stock and option incentive
plan. The complete preliminary terms of the Restructuring are set
forth in a non-binding term sheet (the "Term Sheet"), a copy of which is
referenced as Exhibit 5 hereto (which incorporates by reference Exhibit 99.1 of
the Current Report on Form 8-K filed by the Issuer on June 30, 2009) which is
incorporated herein by reference.
Upon information and belief, certain of
the other Noteholders have agreed with the Subsidiary to the proposed terms of
the Restructuring set forth in the Term Sheet.
The Reporting Person may act in concert
with the other Noteholders solely in their capacity as creditors of the Issuer
in connection with the Restructuring. By virtue of such actions, the
Noteholders may be deemed to form a group within the meaning of Rule 13d-5 of
the Act, however the Reporting Person expressly disaffirms the existence of a
group with regard to the Common Stock. The Reporting Person does not
have any plans or proposals to exercise any remedy available to the Reporting
Person by virtue of the Reporting Person's beneficial ownership of equity
securities of the Issuer.
Although the Reporting Person does not
have any specific plan or proposal to acquire or dispose of shares of Common
Stock other than as set forth above, the Reporting Person at any time and from
time to time may (i) acquire additional shares or securities of the Issuer, (ii)
dispose of any or all of the Reporting Person’s securities of the Issuer, (iii)
enter into privately negotiated derivative transactions with
institutional counterparties to hedge the market risk of some or all of the
Reporting Person’s positions in the securities of the Issuer, depending upon the
factors described below and/or other investment considerations or (iv) exercise
the Reporting Person’s rights, if any, as a holder of the Notes in connection
with a bankruptcy, restructuring or other case or proceeding of the
Issuer.
|
CUSIP
No. 36229U102
|
SCHEDULE
13D
|
Page 6 of 9
Pages
|
In addition, the Reporting Person
intends to review its investment in the Issuer on a continuing basis and may
seek to influence or change the Issuer’s operations or business development
plans, business strategy, management or directors, competitive position, capital
structure or capital management policy, including, without limitation, through
potential discussions with management, directors, other shareholders and the
other Noteholders, existing or potential strategic partners or competitors of
the Issuer, industry analysts, investment and financing professionals and/or
other third parties. Such matters and discussions may materially
affect, and result in, the Reporting Person modifying its investment in the
Issuer, exchanging information with any of such persons pursuant to appropriate
confidentiality or similar agreements or otherwise, working together with any of
such persons pursuant to joint agreements or otherwise, proposing changes in the
Issuer’s operations, governance, capitalization or strategic plans, or in
proposing or engaging in one or more other actions set forth under subsections
(a) through (j) of Item 4 of Schedule 13D. Factors that may influence
the Reporting Person's actions include, but are not limited to, its view
regarding the Issuer’s operations, business strategy, prospects, financial
position and/or strategic direction, the outcome of the discussions and actions
referenced herein, price levels of the Common Stock and other securities,
availability of funds, subsequent developments affecting the Issuer, other
investment and business opportunities available to the Reporting Person,
conditions in the securities and debt market, general economic and industry
conditions and other factors that the Reporting Person may deem relevant from
time to time.
Except as described herein, the
Reporting Person does not have any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The
Reporting Person may, at any time and from time to time, review or reconsider
its position and/or change its purpose and/or formulate plans or proposals with
respect thereto. To the knowledge of the Reporting Person, Hale may
make similar evaluations from time to time or on an ongoing basis.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a) The
Reporting Person may be deemed to beneficially own 149,488 shares of Common
Stock, representing approximately 0.03% of the shares of Common Stock
outstanding based on 47,591,899 shares of Common Stock outstanding as set forth
in the Rule 424(b)(3) Prospectus filed by the Issuer on October 23,
2008. Neither the Reporting Person nor, to the knowledge of the
Reporting Person, Hale may be deemed to beneficially own any shares of Common
Stock other than as set forth herein.
The
Reporting Person hereby expressly disclaims (i) the existence of, and any
membership in, any group for purposes of Section 13(d) of the Act with any other
Noteholder and (ii) any beneficial ownership of securities held by any person or
entity (including any other Noteholder) other than the shares of Common Stock
beneficially owned by the Reporting Person.
(b) The
Reporting Person has the power to vote or direct the vote and to dispose or
direct the disposition of the shares of Common Stock beneficially owned by the
Reporting Person as indicated herein.
|
CUSIP
No. 36229U102
|
SCHEDULE
13D
|
Page 7 of 9
Pages
|
(c) No
transactions in the Common Stock were effected by the Reporting Person or, to
the knowledge of the Reporting Person, Hale, during the sixty day period from
April 29, 2009 through June 30, 2009.
(d) No
person is known by the Reporting Person to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
any shares of Common Stock beneficially owned by the Reporting
Person.
(e) Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
|
As described in Item 4 above, in
connection with the issuance of the Original Note and the Warrants, on July 9,
2008, the Issuer, the Subsidiary and the Lenders entered into the Securities
Purchase Agreement and upon the consummation of the transactions contemplated by
the Securities Purchase Agreement, on August 20, 2008, the Issuer and the
Lenders entered into the Registration Right Agreement, copies of which are
referenced as Exhibits 1 and 2 hereto, respectively (which incorporates by
reference Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on
July 11, 2008 and Exhibit 10.3 of the Current Report on Form 8-K filed by the
Issuer on August 21, 2008) and the Subsidiary issued to the Reporting Person the
Original Note pursuant to the Indenture and the Issuer issued to the Reporting
Person the Warrants pursuant to the Warrant Agreement, copies of which are
referenced as Exhibits 3 and 4 hereto, respectively (which incorporates by
reference Exhibits 10.1 and 10.2 of the Current Report on Form 8-K filed by the
Issuer on August 21, 2008).
As described in Item 4 above, on
December 3, 2008, the Reporting Person delivered the Default Notice to the
Issuer.
As described in Item 4 above, the
Reporting Person approved the Forbearance Agreement entered into by certain
Lenders and the Subsidiary on February 6, 2009.
As described in Item 4 above, the
Subsidiary and the Reporting Person have come to preliminary, non-binding terms
to effect the Restructuring, which, on June 30, 2009, were determined to include
the terms set forth in the Term Sheet, a copy of which is referenced as Exhibit
5 hereto (which incorporates by reference Exhibit 99.1 of the Current Report on
Form 8-K filed by the Issuer on June 30, 2009).
The Reporting Person may, from time to
time, in the ordinary course of business, be party to, enter into or unwind
certain cash settled equity derivatives or similar contractual arrangements
which provide indirect economic exposure to, but do not give the Reporting
Person direct or indirect voting, investment or dispositive power over,
securities of the Issuer and which may be significant in amount. The
profit, loss and/or return on such contracts may be wholly or partially
dependent on the market value of the securities of the Issuer, the relative
value of securities of the Issuer in comparison to one or more other financial
instruments, indexes or securities, a basket or group of securities in which the
securities of the Issuer may be included, or a combination of any of the
foregoing. Accordingly, the Reporting Person disclaims any beneficial
ownership in the securities that may be referenced in such
contracts.
|
CUSIP
No. 36229U102
|
SCHEDULE
13D
|
Page 8 of 9
Pages
|
Except as otherwise set forth herein,
the Reporting Person does not have any contract, arrangement, understanding or
relationship with any person with respect to securities of the
Issuer.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
The following documents are filed as
exhibits:
1. Securities
Purchase Agreement, dated July 8, 2009, by and among the Issuer, the Subsidiary,
the Reporting Person and certain other parties thereto (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer
on July 11, 2008).
2. Registration
Rights Agreement, dated August 20, 2008, by and among the Issuer and the Lenders
(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K
filed by the Issuer on August 21, 2008).
3. Indenture
(including the Forms of Notes), dated August 20, 2008, by and among the
Subsidiary, as Issuer, the Issuer, as a Guarantor, Eagle Acquisition
Corporation, as a Guarantor, and The Bank of New York Mellon Trust Company,
N.A., as Trustee (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by the Issuer on August 21, 2008).
4. Warrant
Agreement, dated August 20, 2008, by and among the Issuer and the Lenders
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K
filed by the Issuer on August 21, 2008).
5. Term
Sheet (incorporated by reference to Exhibit 99.1 of the Current Report on Form
8-K filed by the Issuer on June 30, 2009).
|
CUSIP
No. 36229U102
|
SCHEDULE
13D
|
Page 9 of 9
Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: July
8, 2009
| |
HALE
CAPITAL PARTNERS, LP
|
|
| |
|
|
|
|
|
By:
|
/s/ Martin
M. Hale, Jr. |
|
| |
Name:
|
Martin
M. Hale, Jr. |
|
| |
Title: |
Chief
Executive Officer |
|