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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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_______________
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SCHEDULE
13D/A
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(Amendment
No. 7)
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(Name
of Issuer)
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Common
Stock, no par value
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(Title
of Class of Securities)
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(CUSIP
Number)
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Martin
M. Hale Jr.
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570
Lexington Avenue
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49th
Floor
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New
York, NY 10022
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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(Date
of Event which Requires
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Filing
of this Schedule)
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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. [ ]
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)
(Page 1
of 7 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
("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. 36191C106
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SCHEDULE
13D/A
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Page 2 of 7
Pages
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1
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NAME
OF REPORTING PERSON
Hale
Capital Partners, LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
653,014
shares
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8
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SHARED
VOTING POWER
0
shares
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9
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SOLE
DISPOSITIVE POWER
653,014
shares
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10
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SHARED
DISPOSITIVE POWER
0
shares
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
653,014
shares
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.65%
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14
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TYPE
OF REPORTING PERSON*
PN
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CUSIP
No. 36191C106
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SCHEDULE
13D
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Page 3 of 7
Pages
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Item
1.
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SECURITY
AND ISSUER
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This
Amendment No. 7 (the "Amendment") amends
the statement on Schedule 13D filed on July 9, 2009 (the "Original Schedule
13D", as amended hereby and by Amendment No. 1 filed on November 20,
2009, Amendment No. 2 filed on March 3, 2010, Amendment No. 3 filed on March 16,
2010, Amendment No. 4 filed on March 19, 2010, Amendment No. 5 filed on May 11,
2010 and Amendment No. 6 filed on May 18, 2010, the "Schedule 13D") with
respect to the common stock, no par value (the “Old Common Stock”),
of GSI Group Inc., a company continued and existing under the laws of the
Province of New Brunswick, Canada (the "Issuer"). On
the Effective Date (as defined below), all outstanding shares of Old Common
Stock were cancelled and an equivalent number of new shares of common stock, no
par value (the “Common
Stock”), were issued to the holders thereof. This Amendment
relates to the Common Stock. Capitalized terms used herein and not
otherwise defined in this Amendment have the meanings set forth in the Schedule
13D. This Amendment amends Items 3, 4, 5, 6 and 7 as set forth
below. This is the final amendment to the Schedule 13D and an exit
filing for the Reporting Person.
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Item
3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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Item 3 of
the Schedule 13D is hereby amended and restated as follows:
In
connection with the bankruptcy of the Issuer Parties as described in the
Issuer’s current report on Form 8-K filed on July 23, 2010 (the “Issuer’s Form 8-K”),
and pursuant to the Fourth Modified Plan of Reorganization under Chapter 11 of
the Bankruptcy Code, as confirmed by the United States Bankruptcy Court for the
District of Delaware (the “Bankruptcy Court”) on
May 27, 2010 (the “Plan”), as of July
23, 2010 (the “Effective Date”), the
Reporting Person (a) received 140,272 shares of Common Stock in exchange for
149,488 shares of Old Common Stock, (b) received 66,138 shares of Common Stock
in exchange for its pro rata share of $5,000,000 in principal amount of Notes in
connection with the Supplemental Equity Exchange (reflecting an effective
conversion price of $1.80 a share), (c) exchanged $540,540 in principal amount
of Notes for 300,300 shares of Common Stock at a price of $1.80 per share
pursuant to the Backstop Commitment, and (d) purchased 146,304 shares of Common
Stock at a purchase price of $1.80 per share in the Rights Offering (which
purchase price was paid in cash).
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Item
4.
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PURPOSE
OF TRANSACTION
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Item 4 of
the Schedule 13D is hereby amended and supplemented by the addition of the
following:
As
previously disclosed, on November 20, 2009, the Issuer Parties filed voluntary
petitions in the Bankruptcy Court for relief under Chapter 11 of the Bankruptcy
Code. On May 24, 2010, the Issuer Parties filed with the Bankruptcy
Court the Fourth Modified Plan of Reorganization, as subsequently
modified. On May 27, 2010, the Bankruptcy Court entered an order
confirming the Plan.
On the
Effective Date, the Issuer Parties consummated their reorganization through a
series of transactions contemplated by the Plan and the Plan became effective
pursuant to its terms. Under the Plan, the Reporting Person received
(i) $2,557,000 in principal amount of New Senior Secured Notes, (ii) its pro
rata share of the Cash Payment, (iii) its pro rata share of the cash proceeds
from the Rights Offering, (iv) payment of all accrued but unpaid interest due
under its Notes through the Effective Date and (v) its pro rata share of the
Supplemental Equity Exchange. In addition, in connection with the
Backstop Commitment previously disclosed, the Reporting Person exchanged
$540,540 in principal amount of its Notes for 300,300 shares of Common Stock at
a price of $1.80 per share. As a
holder of Old Common Stock immediately prior to the Effective Date, the
Reporting Person received 140,272 shares of Common Stock in exchange for its
149,488 shares of Old Common Stock, which amount of Common Stock represents
93.835% of the shares of Old Common Stock held by the Reporting Person
immediately prior to the Effective Date. Pursuant to the Plan, the
holders of Old Common Stock received a number of shares of Common Stock equal to
93.835% of the number of shares of Old Common Stock held by them immediately
preceding the Effective Date and the Issuer placed a number of shares of Common
Stock equal to 6.165% of the aggregate number of shares of Old Common Stock
outstanding immediately preceding the Effective Date (the “Reserve Shares”) in
reserve subject to the resolution of a certain pending litigation against the
Issuer unrelated to the Chapter 11 cases of the Issuer Parties. The
Reserve Shares are being held in escrow and the escrow agent will vote all
Reserve Shares proportionally in the same manner as the Common Shares are
voted.
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CUSIP
No. 36191C106
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SCHEDULE
13D
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Page 4 of 7
Pages
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On the
Effective Date, the Reporting Person also received its pro-rata portion of the
backstop commitment fee previously disclosed in the Schedule 13D for its
commitment to backstop the Rights Offering, which aggregate fee for all
Consenting Noteholders was equal to 5% of the backstop commitment
amount.
The
Reporting Person also participated in the Rights Offering as a holder of Old
Common Stock. In the Rights Offering, the Reporting Person purchased
146,304 shares of Common Stock at a purchase price of $1.80 per share (which
purchase price was paid in cash).
The New
Senior Secured Notes were issued pursuant to that certain Indenture for the New
Senior Secured Notes among the Subsidiary, as issuer, the Guarantors listed on
the signature pages thereto, including the Issuer, and The Bank of New York
Mellon Trust Company, N.A., a national banking association, as trustee (“Trustee”) for the
holders (“Holders”) of the New
Senior Secured Notes (the “Indenture”). The
Subsidiary, the Issuer and the other Guarantors, and the Trustee (as collateral
agent) also entered into a Security Agreement in connection with the Indenture
(the “Security
Agreement”). Pursuant to the Security Agreement, the
Subsidiary, the Issuer and the other Guarantors, and the Trustee (as collateral
agent) entered into other security documents, including certain mortgages and
pledge agreements, to grant to the Trustee (as collateral agent) for the benefit
of the Holders a security interest in and general lien upon substantially all
assets and properties, real and personal, now owned or after acquired by the
Issuer and the Subsidiary, as applicable, as security for all obligations,
liabilities and indebtedness of the Subsidiary under the New Senior Secured
Notes. The Indenture and Security Agreement are included as
Exhibits 4.1 and 10.1 respectively to the Issuer’s Form 8-K, and are
incorporated herein by reference.
The Plan
provided, among other things, that, as of the Effective Date, the board of
directors of the Issuer is set at seven members. The Plan provided
that two members would be selected by the Required Noteholders, two members
would be selected by the Equity Committee, one member would be selected by
mutual agreement of the Required Noteholders and the Equity Committee, one
member would be selected by the previous board of directors of the Issuer from
the members of the previous board of directors of the Issuer, and the Chief
Restructuring Officer of the Issuer would serve as a member of the board
(collectively, the “Initial Board
Members”). Both the Plan and an amendment to the articles of
reorganization of the Issuer in effect as of the Effective Date provide that the
Initial Board Members may not be removed during the period of one year from the
Effective Date without (i) the approval of the person or persons by whom they
were selected, or (ii) the approval of the New Brunswick Court of Queen’s Bench
based upon a finding of cause.
As
previously disclosed, the Plan provides that three holders of the largest
principal amount of Notes, may opt to have board observer rights
subject to reasonable restrictions.
Pursuant
to the Plan, on the Effective Date, the Issuer entered into a registration
rights agreement (the “Registration Rights
Agreement”) with each Consenting Noteholder, including the Reporting
Person. Pursuant to the Registration Rights Agreement, the Issuer
agreed to register the resale of the shares of Common Stock issued to such
holders in accordance with the requirements of the Securities Exchange Act of
1933, as amended (the “Securities
Act”). The Registration Rights Agreement provides that, at any
time from and after the Effective Date, holders party thereto collectively
owning at least 30% of the Registrable Securities (as defined in the
Registration Rights Agreement) have the right to require the Issuer to effect
certain underwritten registered offerings of such holders’ Common Stock issued
pursuant to the Plan (including, without limitation, those shares of Common
Stock issued pursuant to the Backstop Commitment), on the terms and conditions
set forth in the Registration Rights Agreement. Holders of the Common Stock
entitled to demand such
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CUSIP
No. 36191C106
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SCHEDULE
13D
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Page 5of 7
Pages
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registrations
are entitled to request an aggregate of two (2) underwritten offerings (which,
individually, must include an amount of Common Stock to be registered and/or
sold by such holders in excess of $5 million). In addition, holders
party to the Registration Rights Agreement are entitled to request an unlimited
number of piggyback registrations. The above summary of the material terms of
the Registration Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the text of the Registration Rights
Agreement, a copy of which is included as Exhibit 4.2 to the Issuer’s Form
8-K, and is incorporated by reference herein.
As a
result of the consummation of the Restructuring under the Plan on the Effective
Date, there is no longer any argument that the Reporting Person may be deemed to
be members of a “group” for purposes of Section 13(d) of the Securities Exchange
Act of 1934 with any of the other Jointly Represented
Noteholders. The Reporting Person expressly disaffirms membership in
any group with the other Jointly Represented Noteholders with regard to the
Common Stock at any time.
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Item
5.
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INTEREST
IN SECURITIES OF THE ISSUER
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Item 5 of
the Schedule 13D is hereby amended and restated as follows:
(a) The
Reporting Person may be deemed to beneficially own 653,014 shares of Common
Stock, representing approximately 0.65% of the shares of Common Stock
outstanding based on 100,002,179 shares of Common Stock outstanding as set
forth in the Issuer’s Form 8-K. 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
Jointly Represented 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.
(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 the
Date of Event that requires filing this statement on Schedule 13D.
(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) July
23, 2010.
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Item
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
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Item 6 of
the Schedule 13D is hereby amended and supplemented by the addition of the
following:
As
described in Item 4 above, the New Senior Secured Notes were issued pursuant to
the Indenture and are secured pursuant to the terms of the Security Agreement,
copies of which are referenced as Exhibits 11 and 12, respectively, (which
incorporate by reference Exhibits 4.1 and 10.1, respectively, of the
Issuer’s Form 8-K) and are incorporated herein by reference.
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CUSIP
No. 36191C106
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SCHEDULE
13D
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Page 6 of 7
Pages
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As
described in Item 4 above, on the Effective Date, the Consenting Noteholders
entered into the Registration Rights Agreement with the Issuer, under which the
Consenting Noteholders were granted registration rights with respect to the
shares of Common Stock issued to them under the Plan, a copy of which is
referenced as Exhibit 13 hereto (which incorporates by reference
Exhibit 4.2 of the Issuer’s Form 8-K) and is incorporated herein by
reference.
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Item
7.
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MATERIAL
TO BE FILED AS EXHIBITS
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Item 7 of
the Schedule 13D is hereby amended and supplemented by the addition of the
following:
11. Indenture,
dated as of July 23, 2010, by and among the Subsidiary, the Guarantors listed on
the signature pages thereto, including the Issuer, and the Trustee (incorporated
by reference to Exhibit 4.1 of the Issuer’s Form 8-K).
12. Security
Agreement, dated as of July 23, 2010, by and among the Subsidiary, the
Guarantors listed on the signature pages thereto (including the Issuer) and the
Trustee, as collateral agent (incorporated by reference to Exhibit 10.1 of
the Issuer’s Form 8-K).
13. Registration
Rights Agreement, dated as of July 23, 2010, by and among the Issuer and the
Consenting Noteholders (incorporated by reference to Exhibit 4.2 of the
Issuer’s Form 8-K).
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CUSIP
No. 36191C106
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SCHEDULE
13D
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Page7 of 7
Pages
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SIGNATURES
After
reasonable inquiry and to the best of his or its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 26,
2010
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HALE
CAPITAL PARTNERS, LP
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By:
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Name: Martin
M. Hale, Jr.
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Title: Chief
Executive Officer
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