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
Date of Report (Date of earliest event reported): October 21, 2003
GP Strategies Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-7234 13-1926739
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(State or other Jurisdiction (Commission (I.R.S. Employer
of Incorporation File Number) Identification No.)
777 Westchester Avenue, White Plains, NY 10604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 249-9700
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On October 21, 2003, GP Strategies Corporation (the "Company")
purchased 3,426,699 shares of common stock of GSE Systems, Inc. ("GSE") and a
GSE Subordinated Note in the outstanding principal amount of $650,000 which is
convertible into 418,653 shares of common stock of GSE from ManTech
International ("ManTech"). The Company received an opinion from a financial
advisor that the transaction was fair to the Company from a financial point of
view. This transaction increased the Company's ownership of the common stock of
GSE from approximately 22% to approximately 58%, assuming conversion of the GSE
Note, and as a result the financial results of GSE will now be included in the
Company's consolidated financial statements. Simultaneously with the closing of
this transaction, three directors nominated by the Company were added to the GSE
board of directors.
The consideration paid to ManTech by the Company consisted of a five-year 5%
note in the principal amount of $5,250,955. Each year during the term of the
note, the holder of the note will have the option to convert up to 20% of the
original principal amount of the note into common stock of the Company at the
then market price of Company's common stock, but only in the event that
Company's common stock is trading at $10 per share or more.
The Company and ManTech entered into a five-year Teaming Agreement pursuant to
which ManTech and the Company will work together to give the Company the
opportunity to provide training services to ManTech's customers.
This transaction resulted in a change of control of the Company.
Item 7. Financial Statements and Exhibits
Exhibits
10.1 Purchase and Sale Agreement dated October 21, 2003 by and between the
Company and ManTech International Corporation.
10.2 Teaming Agreement dated October 21, 2003 by and between the Company and
ManTech International Corporation.
10.3 $5,250,955 Promissory Note dated October 21, 2003 between the Company
(the "Maker") and ManTech International Corporation.
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.
GP Strategies Corporation
Date: October 27, 2003 By: Scott N. Greenberg, President and
Chief Financial Officer