Edgar Filing: GP STRATEGIES CORP

As filed with the Securities and Exchange Commission on April 8, 2005
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GP STRATEGIES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 13-1926739
(State or other jurisdiction) (I.R.S. Employer Identification
of incorporation or organization) Number)

777 Westchester Avenue
White Plains, New York 10604
(Address of Principal Executive Office, including zip code)

GP Strategies Corporation 1973 Non-Qualified Stock Option Plan
GP Strategies Corporation 2003 Incentive Stock Plan
(Full title of plan)

Andrea D. Kantor, Esq.
GP Strategies Corporation
777 Westchester Avenue
White Plains, New York 10604
(914) 249-9700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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Copies to:
Robert J. Hasday, Esq.
Duane Morris LLP
380 Lexington Avenue
New York, NY 10168
(212) 692-1000
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CALCULATION OF REGISTRATION FEE

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Title of Each Class of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered(1) Maximum Maximumate Registration Fee
Offering Price AggregatePrice
Per Share(2) Offering Price (2)
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Common Stock, par value $0.01 per 4,994,157 shares(4) $7.175 $35,833,076.48 $4,217.55
share(3)
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low sales prices of the
Registrant's Common Stock on the New York Stock Exchange on April 5, 2005.
(3) Includes preferred share purchase rights. Prior to the occurrence of
specified events, the rights will not be exercisable or evidenced
separately from the Common Stock.
(4) Represents the registration of 2,994,157 shares of Common Stock issuable
under GP Strategies Corporation 1973 Non-Qualified Stock Option Plan and
2,000,000 shares of Common Stock issuable under the GP Strategies
Corporation 2003 Incentive Stock Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of this
Registration Statement will be sent or given to plan participants as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

REOFFER PROSPECTUS

GP Strategies Corporation
Common Stock (Par Value $.01 Per Share)

2,994,157 shares of Common Stock under
the GP Strategies Corporation 1973 Non-Qualified Stock Option Plan, as amended

2,000,000 shares of Common Stock under
the GP Strategies Corporation 2003 Incentive Stock Plan

This prospectus relates to the offer and sale from time to time by directors,
officers and/or other key employees and consultants, who may be considered our
"affiliates", of up to 4,994,157 shares of our common stock which have been or
may be acquired pursuant to our GP Strategies Corporation 1973 Non-Qualified
Stock Option Plan, as amended, and our GP Strategies Corporation 2003 Incentive
Stock Plan, including 568,134 shares issued or issuable on exercise of options
or awards of restricted stock, and held as of the date of this prospectus by
officers and directors, as listed on page 10 of this prospectus under "Selling
Shareholders." We will not receive any of the proceeds from sales by the selling
shareholders.

The selling shareholders propose to sell the shares from time to time in
transactions occurring either on or off the New York Stock Exchange (or such
other market, if any, on which our common stock may be listed or quoted) at
prevailing market prices or at negotiated prices. Sales may be made through
brokers or to dealers, who are expected to receive customary commissions or
discounts.

The selling shareholders and participating brokers and dealers may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, in which
event any profit on the sale of shares of those selling shareholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.

Our common stock is traded on the New York Stock Exchange under the symbol
"GPX". On April 5, 2005 the closing price of our common stock as reported by the
New York Stock Exchange was $7.20 per share.

We are paying all expenses of registration incurred in connection with this
offering but the selling shareholders will pay all brokerage commissions and
other selling expenses.

See "Risk Factors" beginning on Page 4 of this prospectus for a discussion of
certain risks and other factors that you should consider before purchasing our
common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is April 8, 2005

TABLE OF CONTENTS

Page

Where You Can Find More Information...................................2
The Company...........................................................3
Risk Factors..........................................................4
Selling Shareholders..................................................8
Use of Proceeds.......................................................9
Plan of Distribution..................................................9
Legal Matters.........................................................9
Experts...............................................................9

You should only rely on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. The common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission ("SEC"). You may
read and copy any document we file at the SEC's public reference room located at
450 5th Street, N. W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public from the SEC's web site at:
http://www.sec.gov.

We have filed with the SEC registration statements on Form S-8 under the
Securities Act with respect to the common stock. This prospectus, which
constitutes a part of those registration statements, does not contain all the
information contained in those registration statements and their exhibits. For
further information with respect to us and our common stock, you should consult
those registration statements and their exhibits. Statements contained in this
prospectus concerning the provisions of any documents are necessarily summaries
of those documents, and each statement is qualified in its entirety by reference
to the copy of the document filed with the SEC.

The SEC allows us to "incorporate by reference" the information we file with it,
which means that we can disclose important information to you by referring you
to the other information we have filed with the SEC. The information that we
incorporate by reference is considered to be part of this prospectus. We
incorporate by reference the documents listed below:

(i) our Annual Report on Form 10-K for the fiscal year ended December
31, 2004;

(ii) our Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2004,

(iii) our Current Reports on Form 8-K filed January 10, 2005, January
25, 2005, March 2, 2005, and March 24, 2005.

(iv) the description of our Common Stock contained in our Registration
Statement on Form 8-A under the Exchange Act filed on March 12,
1998, including any amendment or report filed for the purpose of
updating such description.

In addition, all documents subsequently filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act (File No. 001-07243), prior to the
termination of this offering, shall be deemed to be incorporated by reference
into this prospectus supplement, except for information furnished under Item
2.02 or 7.01 of Current Report on Form 8-K, or exhibits related thereto, which
is deemed not to be incorporated by reference herein. The information that we
file later with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act and before the termination of this offering will automatically
update and supersede previously filed information incorporated by reference into
this prospectus.

We will provide without charge to each person to whom a copy of this prospectus
is delivered a copy of any or all documents incorporated by reference into this
prospectus except the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for copies
can be made by writing or telephoning us at 777 Westchester Avenue, White
Plains, New York 10604, Attention: Secretary; telephone number: (914) 249-9700.

Unless otherwise stated in this prospectus, references to "GP Strategies", "we",
"our" and "us" refer to GP Strategies Corporation, a Delaware corporation.

Cautionary Statement Regarding Forward-Looking Statements

The forward-looking statements contained herein reflect GP Strategies'
management's current views with respect to future events and financial
performance. We use words such as "expects", "intends" and "anticipates" to
indicate forward-looking statements. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements, all of which are
difficult to predict and many of which are beyond the control of GP Strategies,
including, but not limited to, our inability to generate funds by selling any
assets that were included in the recently completed NPDC spin-off, our holding
company structure, failure to continue to attract and retain personnel, loss of
business from significant customers, failure to keep pace with technology,
changing economic conditions, competition, our ability to implement procedures
that will reduce the likelihood that material weaknesses in our internal
controls will occur in the future, and those other risks and uncertainties
detailed in GP Strategies' periodic reports and registration statements filed
with the Securities and Exchange Commission.

If any one or more of these expectations and assumptions proves incorrect,
actual results will likely differ materially from those contemplated by the
forward-looking statements. Even if all of the foregoing assumptions and
expectations prove correct, actual results may still differ materially from
those expressed in the forward-looking statements as a result of factors we may
not anticipate or that may be beyond our control. While we cannot assess the
future impact that any of these differences could have on our business,
financial condition, results of operations and cash flows or the market price of
shares of our common stock, the differences could be significant. We do not
undertake to update any forward-looking statements made by us.

THE COMPANY

GP Strategies Corporation was incorporated in Delaware in 1959. We are a New
York Stock Exchange listed company traded under the symbol GPX. On November 24,

2004, we completed the distribution, which we refer to as the "spin-off," of the
common stock of National Patent Development Corporation ("NPDC"), which
comprised our Optical Plastics and Home Improvement Distribution segments and
certain other non-core assets. In the spin-off, holders of record on November
18, 2004 of the Company's common stock and Class B capital stock received one
share of NPDC common stock for each share of the Company's common stock or Class
B capital stock owned.

We continue to own and operate our majority owned subsidiary, GSE Systems Inc.
("GSE"), formerly the Simulation segment; and our wholly owned subsidiary,
General Physics Corporation ("General Physics"), comprised of our former
Manufacturing & Process and Information Technology segments. We reorganized our
Manufacturing & Process and Information Technology segments into the new General
Physics segment because we monitor and operate the General Physics subsidiary as
a single business and reporting unit.

General Physics is a workforce development company that improves the
effectiveness of organizations by providing training, management consulting,
e-Learning solutions and engineering services that are customized to meet the
specific needs of clients. Additional information about General Physics may be
found at www.gpworldwide.com.

GSE develops and delivers business and technology solutions by applying
simulation software, systems and services to the energy, process and
manufacturing industries worldwide. Additional information about GSE may be
found at www.gses.com.

Our principal executive offices are located at 777 Westchester Avenue, White
Plains, New York 10604, and our telephone number is (914) 249-9700.

RISK FACTORS

Set forth below and elsewhere in this report and in other documents the Company
files with the Securities and Exchange Commission are risks and uncertainties
that could cause the Company's actual results to differ materially from the
results contemplated by the forward-looking statements contained in this
prospectus and other public statements the Company makes.

Our holding company structure could adversely affect our ability to pay our
expenses.

Our principal operations are conducted through our General Physics subsidiary.
General Physics' credit agreement currently limits its ability to dividend or
pay funds to us, which could adversely affect our ability to pay our expenses.

We recently identified material weaknesses in our internal controls over
financial reporting, and in our disclosure controls and procedures, and cannot
assure you that we will not find further such weaknesses.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to conduct an annual
review and evaluation of our internal control of financial reporting and to
include a report on, and an attestation by our independent registered public
accountants, KPMG LLP, of, the effectiveness of these controls, beginning with
the Annual Report on Form 10-K for the fiscal year ending December 31, 2004. On
November 30, 2004, the Securities and Exchange Commission issued an exemptive
order under which certain companies are permitted to delay, for up to 45 days

after the due date of their Annual Report on Form 10-K, the filing of the
internal control report and the related attestation of the independent
registered public accountants. We qualify under the provisions of this exemptive
order for such 45-day delay. In reliance on this exemptive order, our Annual
Report on Form 10-K does not include the internal control report or related
attestation, which we plan to file by amendment prior to the expiration of the
45-day extension.

We are currently performing our assessment of the effectiveness of our internal
control over financial reporting as of December 31, 2004, and have devoted
considerable resources to this effort. In the course of this assessment, we have
identified certain material weaknesses in our internal control over financial
reporting. These material weaknesses arose from deficiencies with respect to our
accounting for income taxes and with respect to the preparation and review of
certain consolidated financial statement footnote disclosures. See Item 9A,
Controls and Procedures in our Annual Report on Form 10-K/A.

We are in the process of remediating these deficiencies. In addition, we have
not yet completed this assessment, and cannot assure you that additional
deficiencies or weaknesses in our controls and procedures will not be
identified. The material weaknesses already identified, as well as any other
weaknesses or deficiencies, could harm our business and operating results,
result in adverse publicity and a loss in investor confidence in our financial
reports, which in turn could have an adverse effect on our stock price, and, if
they are not properly remediated, could adversely affect our ability to report
our financial results on a timely and accurate basis.

Failure to continue to attract and retain qualified personnel could harm our
business.

Our principal resource is our personnel. A significant portion of our revenue is
derived from services and products that are delivered by instructors, engineers,
technical personnel and consultants. Our success depends upon our ability to
continue to attract and retain instructors, engineers, technical personnel and
consultants who possess the skills and experience required to meet the needs of
our clients. In order to initiate and develop client relationships and execute
our growth strategy, we must maintain and continue to hire qualified
salespeople. We must also continue to attract and develop capable management
personnel to guide our business and supervise the use of our resources.
Competition for qualified personnel can be intense. We cannot assure you that
qualified personnel will continue to be available to us. Any failure to attract
or retain qualified instructors, engineers, technical personnel, consultants,
salespeople and managers in sufficient numbers could adversely affect our
business and financial condition.

The loss of our key personnel, including our executive management team, could
harm our business.

Our success is largely dependent upon the experience and continued services of
our executive management team and our other key personnel. The loss of one or
more of our key personnel and a failure to attract or promote suitable
replacements for them may adversely affect our business.

Our revenue and financial condition could be adversely affected by the loss of
business from significant customers.

For the years ended December 31, 2002, 2003 and the 2004, revenue from the
United States Government represented approximately 32%, 32% and 37% of our
revenue, respectively. However, the revenue was derived from a number of
separate contracts and subcontracts with a variety of government agencies and
contractors we regard as separate customers. Most of our contracts and
subcontracts are subject to termination on written notice, and therefore our
operations are dependent on our clients' continued satisfaction with our
services and their continued inability or unwillingness to perform those
services themselves or to engage other third parties to deliver such services.

Failure to keep pace with technology and changing market needs could harm our
business.

Traditionally, most of our training and performance improvement services and
products have been delivered through instructors, written materials or video.
Our future success will depend upon our ability to gain expertise in
technological advances rapidly and respond quickly to evolving industry trends
and client needs. We intend to deliver many of our training and development
services and products, including some services and products previously delivered
in "traditional" formats, via interactive multimedia software, such as CD-ROM,
and distance-based media, such as video conferencing, intranets and the
Internet. We cannot assure you that we will be successful in adapting to
advances in technology, addressing client needs on a timely basis, or marketing
our services and products in multimedia software and distance-based media
formats. In addition, services and products delivered in the newer formats may
not provide comparable training results. Furthermore, subsequent technological
advances may render moot any successful expansion of the methods of delivering
our services and products. If we are unable to develop new means of delivering
our services and products due to capital, personnel, technological or other
constraints, our business and financial condition could be adversely affected.

Our business and financial condition could be adversely affected by government
limitations on contractor profitability and the possibility of cost
disallowance.

A significant portion of our revenue and profit is derived from contracts and
subcontracts with the United States Government. The United States Government
places limitations on contractor profitability; therefore, government related
contracts may have lower profit margins than the contracts we enter into with
commercial customers. Furthermore, United States Government contracts and
subcontracts are subject to audit by a designated government agency. Although we
have not experienced any material cost disallowances as a result of these
audits, we may be subject to material disallowances in the future.

Changing economic conditions in the United States or the United Kingdom could
harm our business and financial condition.

Our revenues and profitability are related to general levels of economic
activity and employment in the United States and the United Kingdom. As a
result, any significant economic downturn or recession in one or both of those
countries could harm our business and financial condition. A significant portion
of our revenues is derived from Fortune 1000-level companies and their
international equivalents, which historically have adjusted expenditures for

external training during economic downturns. If the economies in which these
companies operate weaken in any future period, these companies may not increase
or may reduce their expenditures on external training, which could adversely
affect our business and financial condition.

Our financial results are subject to quarterly fluctuations.

We experience, and expect to continue to experience, fluctuations in quarterly
operating results. Consequently, you should not deem our results for any
particular quarter to be necessarily indicative of future results. These
fluctuations in our quarterly operating results may vary because of, among other
things, the overall level of performance improvement services and products sold,
the gain or loss of material clients, the timing, structure and magnitude of
acquisitions, the commencement or completion of client engagements or custom
services and products in a particular quarter, and the general level of economic
activity. To the extent they are unexpected, downward fluctuations may result in
a decline in the trading price of our Common Stock.

Competition could adversely affect our performance.

The training industry is highly fragmented and competitive, with low barriers to
entry and no single competitor accounting for a significant market share. Our
competitors include several large publicly traded and privately held companies,
vocational and technical training schools, degree-granting colleges and
universities, continuing education programs and thousands of small privately
held training providers and individuals. In addition, many of our clients
maintain internal training departments. Some of our competitors offer similar
services and products at lower prices, and some competitors have significantly
greater financial, managerial, technical, marketing and other resources.
Moreover, we expect to face additional competition from new entrants into the
training and performance improvement market due, in part, to the evolving nature
of the market and the relatively low barriers to entry.

Our history of net losses could cause us to need additional capital.

While we had income from continuing operations of $22.4 million for the year
ended December 31, 2004, for the years ended December 31, 2001, 2002 and 2003,
we experienced net losses of, $945,000, $5,228,000 and $8,276,000, respectively.
If such net losses recur, we will need additional capital to fund our
operations. If adequate funds are not available it may have a negative impact on
our ability to conduct our operations at optimal levels.

We are subject to potential environmental liabilities and liabilities associated
with nuclear incidents.

We provide services that could subject us to significant environmental, third
party and professional liability. If we were found to have been negligent or to
have breached our obligations to our clients, we could be exposed to significant
fines and penalties and third-party liabilities and our reputation could be
adversely affected. The Company maintains a consolidated insurance program
(including general liability coverage) and claims made by any covered insured

will reduce the amount of available insurance for the other insureds. Although
we believe that we currently have appropriate insurance coverage, we may not be
able to obtain appropriate coverage on a cost-effective basis in the future. In
addition, we do not presently have coverage for all of the risks to which we are
subject. For example, liabilities associated with nuclear incidents may not be
covered by our insurance policies, or by indemnification provisions contained in
agreements with clients. In addition, because we are not a licensee, these
liabilities may not be covered by federal legislation providing liability
protection for licensees of the Nuclear Regulatory Commission, typically
utilities, for some damages caused by nuclear incidents. Finally, few of our
contracts with clients contain a waiver or limitation of liability. A nuclear
incident could adversely affect our business and financial condition.

We also provide environmental engineering services to our clients, including the
development and management of site environmental remediation plans. Although we
subcontract most remediation construction activities, and in all cases
subcontract the removal and off-site disposal and treatment of hazardous
substances, we could be subject to liability relating to the environmental
services we perform directly or through subcontracts. Specifically, if we were
deemed under federal and state legislation, including "Superfund" legislation,
to be an "operator" of sites to which we provide environmental engineering and
support services, we could be subject to liabilities. Our insurance policies may
not provide coverage for these risks. Various mechanisms exist whereby the
United States Government may limit liability for environmental claims and losses
or indemnify us for such claims or losses under governmental contracts.
Nonetheless, incurrence of any substantial "Superfund" or other environmental
liability could adversely affect our business and financial condition.

We do not anticipate paying cash dividends on our Common Stock.

We do not, in the foreseeable future, anticipate paying any cash dividends on
our Common Stock.

Our Chief Executive Officer and directors can exercise significant influence
over GP Strategies.

The holder of a share of our Common Stock is entitled to one vote per share and
the holder of a share of our Class B capital stock is entitled to ten votes per
share. As of March 18, 2005, Jerome I. Feldman, our Chairman and Chief Executive
Officer, beneficially owned shares of Common Stock and Class B capital stock
constituting approximately 20% of our voting stock; Harvey Eisen, one of our
directors, beneficially owned shares of Common Stock and Class B capital stock
constituting approximately 18% of our voting stock; and EGI-Fund (02-04)
Investors, L.L.C., which has designated Mathew Zell to be one of our directors,
beneficially owns shares of Common Stock and Class B capital stock constituting
14% of our voting stock. Messrs. Feldman and Eisen and EGI will be able to
influence our management and affairs and all matters requiring stockholder
approval, including the election of directors and approval of significant
corporate transactions. This concentration of ownership may have the effect of
delaying, discouraging or preventing a change in control and might affect the
market price of our Common Stock.

Our stockholder rights plan and authorized preferred stock could make a
third-party acquisition of us difficult.

We have a stockholder rights plan. Our stockholder rights plan would cause
substantial dilution to any person or group that attempts to acquire us on terms
not approved in advance by our Board of Directors. In addition, our certificate
of incorporation allows us to issue up to 5,000,000 shares of preferred stock,
the rights, preferences, qualifications, limitations and restrictions of which
may be fixed by the Board of Directors without any further vote or action by the
stockholders. The stockholder rights plan, the ability to issue preferred stock
and certain provisions in our by-laws may have the effect of delaying,
discouraging or preventing a change in control and might affect the market price
of our Common Stock.

Our certificate of incorporation may discourage foreign ownership of our Common
Stock.

The United States Departments of Energy and Defense have policies regarding
foreign ownership, control or influence over government contractors who have
access to classified information, and inquire as to whether any foreign interest
has beneficial ownership of 5% or more of a contractor's or subcontractor's
voting securities. If either Department determines that an undue risk to the
common defense and security of the United States exists, it may, among other
things, terminate the contractor's or subcontractor's existing contracts. Our
certificate of incorporation allows us to redeem or require the prompt
disposition of all or any portion of the shares of our Common Stock owned by a
foreign stockholder beneficially owning 5% or more of the outstanding shares of
our Common Stock if either Department threatens termination of any of our
contracts as a result of such an ownership interest. These provisions may have
the additional effect of delaying, discouraging or preventing a change in
control and might affect the market price of our Common Stock.

SELLING SHAREHOLDERS

This prospectus relates to shares of common stock which have been or may be
acquired by the selling shareholders pursuant to our GP Strategies Corporation
1973 Non-Qualified Stock Option Plan, as amended, and our GP Strategies
Corporation 2003 Incentive Stock Plan. The selling shareholders are directors,
officers and/or other key employees and consultants, who may be considered our
"affiliates". The following table sets forth certain information with respect to
the selling shareholders as of April 5, 2005, as follows: (1) the name and
position with GP Strategies within the past three years of each selling
shareholder; (2) the number of shares of common stock beneficially owned by each
selling shareholder (including shares obtainable under options exercisable
within 60 days of such date); (3) the number of shares of common stock being
offered hereby; and (4) the number and percentage of our outstanding shares of
common stock to be beneficially owned by each selling shareholder after
completion of the sale of common stock being offered hereby. The number of
shares offered for sale by each selling shareholder may be updated in, and
additional individuals who may be or may become our affiliates may be added as
selling shareholders hereunder by, supplements and/or amendments to this
prospectus, which will be filed with the SEC in accordance with Rule 424(b)
under the Securities Act of 1933, as amended. There is no assurance that any of
the selling shareholders will sell any or all of their shares of common stock.

Selling Shareholder Number of
and Position with Shares Number of Shares Beneficially Owned
the Company within Beneficially Shares Being After Sale
the Past Three Years Owned Offered Hereby(1) Number Percent(2)

Harvey P. Eisen................... 2,433,693 0 2,433,693 14.3
Director

Jerome I. Feldman(3).............. 710,924 119,716 591,208 3.4
Director, Chairman of the
Board and Chief Executive
Officer

Marshall S. Geller(4)............. 217,326 11,972 205,354 1.2
Director

Scott N. Greenberg(5)............. 147,461 161,716 27,745 *
Director, President and
Chief Financial Officer

Scott R. Peppet 336 0 336 *
Director

Richard C. Pfenniger, Jr. 8,336 0 8,336 *
Director

Ogden R. Reid(6).................. 16,211 11,972 4,239 *
Director

Matthew Zell 336 0 336 *
Director

Andrea D. Kantor(7)............... 59,932 79,858 74 *
Vice President and General
Counsel

Douglas E. Sharp(8)............... 114,764 141,900 7,000 *
President of General
Physics Corporation

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*Less than 1%

(1) Includes shares issuable upon exercise of options currently granted to
the selling shareholder, whether or not such options are exercisable
within 60 days. Also includes shares issuable upon the vesting of
restricted stock award units currently granted to the selling
stockholder, whether or not such units vest within 60 days. Does not
constitute a commitment to sell any or all of the stated number of
shares. The number of shares to be sold shall be determined from time
to time by each selling shareholder in his or her discretion.
(2) Percentage assumes for each selling shareholder that (i) all options
owned by such selling shareholder are exercised in full and the shares
issued upon exercise are sold, all shares issuable upon the vesting of
restricted stock award units awarded to such selling shareholder are
issued and sold, and all shares of Class B capital stock beneficially
owned by such selling shareholder are converted into Common Stock and
(ii) no other options are exercised, no other shares issuable upon the
vesting of restricted stock award units are issued, and no other shares
of Class B capital stock are converted.
(3) Includes 119,716 shares issuable upon the exercise of options pursuant
to our 1973 Non-Qualified Stock Option Plan, as amended, or the
Non-Qualified Plan.
(4) Includes 11,972 shares issuable upon the exercise of options pursuant
to our Non-Qualified Plan.

(5) Includes 119,716 shares issuable upon the exercise of options pursuant
to our Non-Qualified Plan and 42,000 restricted stock award units
issued pursuant to our GP Strategies Corporation 2003 Incentive Stock
Plan or our Incentive Stock Plan.
(6) Includes 11,972 shares issuable upon the exercise of options pursuant
to our Non-Qualified Plan.
(7) Includes 59,858 shares issuable upon the exercise of options pursuant
to our Non-Qualified Plan and 20,000 restricted stock award units
issued pursuant to our Incentive Stock Plan.
(8) Includes 107,764 shares issuable upon the exercise of options pursuant
to our Non-Qualified Plan and 34,000 restricted stock award units
issuable pursuant to our Incentive Stock Plan.

USE OF PROCEEDS

Shares covered by this prospectus will be sold by the selling shareholders as
principals for their own account. We will not receive any proceeds from sales of
any shares by selling shareholders.

PLAN OF DISTRIBUTION

The selling shareholders, or pledges, donees, or transferees of or successors in
interest to the selling shareholders, may sell shares pursuant to this
prospectus from time to time in transactions (including one or more block
transactions) on the New York Stock Exchange (or such other market, if any, on
which our common stock may be listed or quoted), in the public market off the
New York Stock Exchange, in privately negotiated transactions, or in a
combination of such transactions. Each sale may be made either at the market
price prevailing at the time of sale or at a negotiated price. Sales may be made
through brokers or to dealers, and such brokers or dealers may receive
compensation in the form of commissions or discounts not exceeding those
customary in similar transactions. Any shares covered by this prospectus that
qualify for sale under Rule 144 under the Securities Act may be sold under Rule
144 rather than under this prospectus. We are paying all expenses of
registration incurred in connection with this offering, but the selling
shareholders will pay their own brokerage commissions and any other expenses
they incur.

The selling shareholders and any dealers acting in connection with the offering
or any brokers executing sell orders on behalf of a selling shareholder may be
deemed to be "underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of shares by a selling shareholder and any
commissions or discounts received by a broker or dealer may be deemed to be
underwriting compensation under the Securities Act. In addition, a broker or
dealer may be required to deliver a copy of this prospectus to any person who
purchases any of the shares from or through the broker or dealer.

LEGAL MATTERS

Certain legal matters with respect to the Common Stock offered hereby will be
passed upon by Andrea D. Kantor, our Vice President and General Counsel. As of
the date hereof, Ms. Kantor beneficially owns 59,932 shares of our common stock
and 20,000 restricted stock award units.

EXPERTS

The consolidated financial statements and schedule of GP Strategies Corporation
as of December 31, 2004, and for the years ended December 31, 2004 and 2002have
been incorporated by reference herein in reliance upon the report of KPMG LLP,
independent registered public accounting firm, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements and schedule of GP Strategies Corporation
as of December 31, 2003 and the year then ended have been incorporated by
reference herein in reliance upon the reports of KPMG LLP, independent
registered public accounting firm, and Eisner LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of
said firms as experts in accounting and auditing.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange
Commission by GP Strategies Corporation, a Delaware corporation (the "Company"),
are incorporated herein by reference:

(i) our Annual Report on Form 10-K for the fiscal year ended December
31, 2004;

(ii) our Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2004;

(iii) our Current Reports on Form 8-K filed on January 10, 2005,
January 25, 2005, March 2, 2005, and March 24, 2005; and

All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents, except for information furnished under Item 2.02 or 7.01 of Current
Report on Form 8-K, or exhibits related thereto, which is deemed not to be
incorporated by reference herein.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

As of the date hereof, Andrea D. Kantor, the Company's Vice President
and General Counsel, beneficially owns 59,932 shares of the Company's common
stock and 20,000 restricted stock award units.

Item 6. Indemnification of Directors and Officers.

Under Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), a corporation may indemnify its directors, officers,
employees and agents and its former directors, officers, employees and agents
and those who serve, at the corporation's request, in such capacities with
another enterprise, against expenses (including attorney's fees), as well as
judgments, fines and settlements in nonderivative lawsuits, actually and
reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
such capacity. The DGCL provides, however, that such person must have acted in
good faith and in a manner he or she reasonably believed to be in (or not
opposed to) the best interests of the corporation and, in the case of a criminal
action, such person must have had no reasonable cause to believe his or her
conduct was unlawful. In addition, the DGCL does not permit indemnification in
an action or suit by or in the right of the corporation, where such person has

been adjudged liable to the corporation, unless, and only to the extent that, a
court determines that such person fairly and reasonably is entitled to indemnity
for costs the court deems proper in light of liability adjudication. Indemnity
is mandatory to the extent a claim, issue or matter has been successfully
defended.

The Company's By-Laws provide that the Company shall, subject to the
limitations contained in the DGCL, as amended from time to time, indemnify all
persons whom it may indemnify pursuant thereto.

The Company's Certificate of Incorporation provides that no director
shall be liable for monetary damages to the Registrant or its stockholders for
any breach of fiduciary duty, except to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL, or (iv) for any transaction from which such director derived an
improper personal benefit.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit No. Description

4(a) Amended Restated Certificate of Incorporation
of the Registrant filed on October 5, 1995.
Incorporated herein by reference to Exhibit 3
of the Registrant's Form 10-Q for the third
quarter ended September 30, 1995.

4(b) Amendment to the Registrant's Restated
Certificate of Incorporation filed on January
24, 1997. Incorporated herein by reference to
Exhibit 3.1 of the Registrant's Form 10-K for
the year ended December 31, 1996.

4(c) Certificate of Designations, Preferences and
Rights of Series A Junior Participating
Preferred Stock of the Registrant dated June
23, 1997. Incorporated herein by reference to
Exhibit 3.3 of the Registrant's Form 10-K for
the year ended December 31, 2004.

4(d) Amendment to the Registrant's Restated
Certificate of Incorporation filed on March 5,
1998. Incorporated herein by reference to
Exhibit 3.1 of the Registrant's Annual Report
on Form 10-K for the year ended December 31,
1997.

4(e) Amended and Restated By-Laws of the Registrant.
Incorporated herein by reference to Exhibit 1
of the Registrant's Form 8-K filed on September
1, 1999.

4(f) 1973 Non-Qualified Stock Option Plan of the
Registrant, as amended on June 26, 2000.
Incorporated herein by reference to Exhibit
10.1 of the Registrant's Annual Report on Form
10-K for the year ended December 31, 2000.

4(g) GP Strategies Corporation 2003 Incentive Stock
Plan. Incorporated herein by reference to
Exhibit 4 of the Registrant's Form 10-Q for the
quarter ended September 30, 2004.

5 Opinion and consent of Andrea D. Kantor, Esq.
(filed herewith).

23(a) Consent of KPMG LLP (filed herewith).

23(b) Consent of Eisner LLP (filed herewith).

23(c) Consent of Andrea D. Kantor, Esq.
(included in Exhibit 5).

24 Powers of Attorney (included on signature page).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post- effective amendment to this
registration statement, to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material change
to such information in the registration statement.

(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for

indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of White Plains, State of New York on April 8, 2005.

GP STRATEGIES CORPORATION

Jerome I. Feldman, Chairman of the Board
and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Jerome I. Feldman and Scott N. Greenberg,
acting individually, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date

Jerome I. Feldman Chairman of the Board, Chief April 8, 2005
Executive Officer and Director
(Principal Executive Officer)

Scott N. Greenberg President, Chief Financial April 8 , 2005
Officer and Director
(Principal Financial and
Accounting Officer)

Harvey P. Eisen Director April 8 , 2005

Marshall S. Geller Director April 8, 2005

Ogden R. Reid Director April 8, 2005

Richard C. Pfenniger, Jr. Director April 8, 2005

Matthew Zell Director April 8, 2005

Scott R. Peppet Director April 8, 2005

EXHIBIT INDEX

Exhibit No. Description
4(a) Amended Restated Certificate of Incorporation
of the Registrant filed on October 5, 1995.
Incorporated herein by reference to Exhibit 3
of the Registrant's Form 10-Q for the third
quarter ended September 30, 1995.

4(e) Amended and Restated By-Laws of the Registrant.
Incorporated herein by reference to Exhibit 1
of the Registrant's Form 8-K filed on September
1, 1999.
4(f) 1973 Non-Qualified Stock Option Plan of the
Registrant, as amended on June 26, 2000.
Incorporated herein by reference to Exhibit
10.1 of the Registrant's Annual Report on Form
10-K for the year ended December 31, 2000.

4(g) GP Strategies Corporation 2003 Incentive Stock
Plan. Incorporated herein by reference to
Exhibit 4 of the Registrant's Form 10-Q for the
quarter ended September 30, 2004.

5 Opinion and consent of Andrea D. Kantor, Esq.
(filed herewith).

23(a) Consent of KPMG LLP (filed herewith).

23(b) Consent of Eisner LLP (filed herewith).

23(c) Consent of Andrea D. Kantor, Esq. (included in
Exhibit 5).

24 Powers of Attorney (included on signature page).