SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
[RULE 13d-101]
(Amendment No. 8)1
GSI Group Inc.
(Name of Issuer)
Common Shares
(Title and Class of Securities)
3622U102
(CUSIP Number)
Stephen W. Bershad
c/o Albert Fried & Co.
45 Broadway, 24th Floor,
New York, NY 10004
(212) 422-7282
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 14, 2010
(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 o.
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.
(Continued on following pages)
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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 (the “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).
This Amendment No. 8 is being filed on behalf of Stephen W. Bershad, a citizen of the
United States of America (the “Reporting Person” or “Mr. Bershad”), to amend the Schedule 13D that
was originally filed on February 4, 2009 (as amended, the “Schedule 13D”), relating to the common
shares, no par value (the “Shares”), of GSI Group, Inc. (the “Company”). Terms defined in the
Schedule 13D are used herein with the same meaning.
Items 4, 6 and 7 of the Schedule 13D are hereby amended and supplemented to add the following:
Item 4. Purpose of Transaction.
On May 14, 2010, Mr. Bershad entered into an agreement (the “Restructuring Plan Support
Agreement”) with the other members of the statutory committee of equity security holders appointed
on December 22, 2009 (the “Equity Committee”) in the bankruptcy cases of the Company, GSI Group
Corporation and certain of their subsidiaries and affiliates (together, the “Company Parties”),
and certain of the holders of the 11% Senior Notes issued by certain of the Company Parties
(the “Notes” and the holders of such Notes, the “Noteholders” and the Noteholders party to the
Restructuring Plan Support Agreement, the “Consenting Noteholders”).
Pursuant to the Restructuring Plan Support Agreement, the Noteholders will receive, in
exchange for their Notes, their pro-rata share of (i) between $90,000,000 and $110,000,000
principal amount of new senior secured notes, (ii) $10,000,000 in cash (the “Cash Payment”), (iii)
all cash proceeds from an $85,000,000 rights offering (the “Rights Offering”), (iv) payment in cash
of all accrued but unpaid interest due under the Notes through the date of effectiveness of the
Company Parties’ bankruptcy cases, and (v) $5,000,000 of common shares of the Company after
reorganization, issued at a price of $1.80 per share (the “Supplemental Equity Exchange”).
The Rights Offering will consist of the Company Parties offering to all holders of Shares, on
a pro-rata basis, the right to purchase common shares of the Company after reorganization at a
price of $1.80 per share. Pursuant to the Restructuring Plan Support Agreement and related
documents, the Consenting Noteholders have agreed to backstop the Rights Offering in its entirety
with their Notes. Therefore, to the extent the Rights Offering is not fully subscribed for by the
holders of Shares, the Consenting Noteholders will exchange a principal amount of their Notes equal
to any such shortfall into common shares of the Company after reorganization at a price of $1.80
per share. Notwithstanding the foregoing, in connection with their backstop commitment, the
Consenting Noteholders will exchange no less than $20,000,000 in principal amount of their Notes
for common shares of the Company after reorganization at $1.80 per share even if their backstop
commitment requires an exchange of less than this amount. For example, if the holders of Shares
elect not to participate in the Rights Offering, then the Noteholders pursuant to their backstop
commitment will exchange $85,000,000 in principal amount of Notes for common shares of the Company
after reorganization at a price of $1.80 per share. When combined with the application of the Cash
Payment and Supplemental Equity Exchange, this will result in the issuance of an aggregate
principal amount of new senior secured notes equal to $110,000,000. However, if the Rights
Offering is fully subscribed for by the holders of Shares, the Noteholders will receive the cash
proceeds of the Rights Offering in satisfaction of $85,000,000 principal amount of Notes and the
Consenting Noteholders will exchange $20,000,000 in principal amount of Notes for common shares of
the Company after reorganization at a price of $1.80 per share. When combined with the application
of the Cash Payment and Supplemental Equity Exchange, this will result in the issuance of an
aggregate principal amount of new senior secured notes equal to $90,000,000.
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| CUSIP No. 3622U102
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13D
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Page 3 of 5 Pages |
The Consenting Noteholders will receive a fee of 5% of the backstop commitment amount in
exchange for their commitment to backstop the Rights Offering.
The Noteholders are entitled to receive a fee equal to 2% of the aggregate principal amount of
Notes currently outstanding in the event that at any time prior to consummation of the Rights
Offering a restructuring transaction other than the restructuring transaction set forth in the
Restructuring Plan Support Agreement is consummated.
Pursuant to the Restructuring Plan Support Agreement, the initial board of directors of the
Company after reorganization will consist of: two directors to be selected by the 66 2/3% of
Consenting Noteholders (the “Required Noteholders”), two directors with expertise in the Company’s
industry to be selected by the Equity Committee one director to be selected by mutual agreement of the Required Noteholders and the
Equity Committee, one director to be selected by the current Board of Directors from the current
Board of Directors of the Company, and the Chief Executive Officer of the Company after
reorganization. The three holders of the largest principal amounts of the Notes shall have board
observer rights subject to reasonable restrictions.
This description of the Restructuring Plan Support Agreement is a summary only and is
qualified in its entirety by reference to the Restructuring Plan Support Agreement, a copy of which
is referenced as Exhibit 8 hereto (which incorporates by reference Exhibit 10.1 of the Current
Report on Form 8-K filed by the Company on May 18, 2010) and is incorporated herein by reference.
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| Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer. |
As described in Item 4 above, on May 14, 2010, Mr. Bershad, other members of the Equity
Committee, the Company Parties and Consenting Noteholders entered into the Restructuring Plan
Support Agreement, the terms of which are set forth in the Restructuring Plan Support Agreement, a
copy of which is referenced as Exhibit 8 hereto (which incorporates by reference Exhibit 10.1 of
the Current Report on Form 8-K filed by the Company on May 18, 2010) and is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
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| Exhibit 7 |
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Restructuring Plan Support Agreement of GSI Group, Inc. et al, dated as of May 14, 2010
(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the
Company on May 18, 2010). |