SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
[RULE 13d-101]
(Amendment
No. 2)1
GSI Group Inc.
(Name of Issuer)
Common Shares
(Title and Class of Securities)
3622U102
(CUSIP Number)
Christopher J. Hewitt, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 5, 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 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)
1 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).
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| CUSIP No. 3622U102
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13D
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Page 3 of 7 Pages |
This Amendment No. 2 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 3, 4, 5 and 7 of the Schedule 13D are hereby amended and supplemented to add the
following:
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Bershad used personal funds for the transactions in the Shares reported in this Schedule
13D.
Item 4. Purpose of Transaction.
Since April 27, 2009, Mr. Bershad has continued to have conversations with certain of the
Company’s shareholders and bondholders regarding the prospects and operations of the Company as
well as certain strategic, management and governance matters (including the composition of the
Company’s board of directors). Mr. Bershad intends to continue these conversations, as well as
conversations with the Company’s board of directors and management.
On November 4, 2009, the Company announced that its Shares had been delisted from the Nasdaq
Stock Market because of the Company’s non-compliance with the Nasdaq’s filing requirements due to
the delayed filing of the Company’s periodic reports under the U.S. federal securities laws. The
Company has not filed any of its periodic reports since it filed a Form 10-Q for the quarterly
period ended June 27, 2008.
On November 5, 2009, Mr. Bershad purchased enough shares to make him the holder of 10.94% of
the Company’s outstanding Shares.
The last annual meeting of shareholders of the Company to elect directors was held on May 15,
2008. Under Subsection 85(1)(a) of the Business Corporations Act (New Brunswick) (the “Act”), the
directors of the Company must call an annual meeting of shareholders not later than fifteen months
after holding the last preceding annual meeting. Under the Act, therefore, the board of directors
should have called an annual meeting by August 15, 2009.
On November 9, 2009, Mr. Bershad delivered a Requisition of Meeting of Shareholders pursuant
to the Act and the Company’s By-laws, which Requisition is filed as Exhibit 1 hereto and
incorporated herein by reference, requesting the Company’s board of directors call a meeting of the
Company’s shareholders for the purpose of electing directors.
Mr. Bershad intends to review his investment in the Company on a continuing basis. Depending
on various factors, including, without limitation, the Company’s financial position and strategic
direction, the outcome of the discussions referenced above, the outcome of the shareholders
meeting, actions taken by the Company’s board of directors, shareholders and bondholders, other
investment opportunities available to Mr. Bershad, price levels of the Shares, and conditions in
the securities markets and the economy in general, Mr. Bershad may in the future acquire additional
Shares or dispose of some or all of the Shares beneficially owned by him, or take any other actions
with respect to his investment in the Company permitted by law, including changing his investment
intent with respect to
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13D
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Page 4 of 7 Pages |
such Shares and including any or all of the actions set forth in paragraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b). Mr. Bershad has the sole power to vote and dispose of 5,208,088 Shares. Mr. Bershad
is record owner of 5,208,088 Shares, which constitute approximately 10.94% of the Shares
outstanding as of October 23, 2008.
(c). In the last sixty days, Mr. Bershad purchased Shares through the Pink Quote system and
through privately negotiated transactions on the dates, in the amounts and for the prices set forth
on Schedule I hereto.
Item 7. Material to be Filed as Exhibits.
| Exhibit 1 |
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Requisition of Special Meeting of Shareholders dated November 9, 2009 |