8-K 1 cforesigapp.txt 8-K 1-19-06 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): JANUARY 19, 2006 THE GSI GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 37-0856587 333-43089 (I.R.S. Employer (Commission File Number) Identification No.) 1004 E. Illinois Street, Assumption, Illinois 62510 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (217) 226-4421 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: / / Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF OFFICERS; APPOINTMENT OF PRINCIPAL OFFICERS. Randall N. Paulfus has resigned as Interim Chief Financial Officer, effective January 30, 2006. The Company has appointed Robert E. Girardin to serve as Interim Chief Financial Officer, effective January 30, 2006. Mr. Girardin is a partner with Tatum LLC ("Tatum"), a financial services firm. Mr. Girardin's services will be engaged through an interim executive services agreement between the Company and Tatum, and a separate letter agreement between the Company and Mr. Girardin (collectively, the "Employment Arrangement"). Under the terms of the Employment Arrangement, the Company will pay Mr. Girardin a salary of $28,000 per month and pay Tatum a fee of $7,000 per month through the term of Mr. Girardin's engagement with the Company. The Company or Mr. Girardin may terminate the Employment Arrangement upon at least 2 weeks' prior written notice. The Company has no obligation to provide Mr. Girardin any stock or incentive compensation, or medical benefits. Mr. Girardin will be eligible to participate in any Company employee retirement and/or 401(k) plan, without matching, and entitled to vacation and holidays in accordance with the Company's policy as it applies to senior management. The Company will reimburse Mr. Girardin for the reasonable out-of-pocket expenses incurred in connection with his service as Interim Chief Financial Officer to the same extent that the Company is responsible for such expenses of senior officers of the Company. He joined Tatum in 2005 and has served with the Company in a consulting capacity since July of 2005. From 2002 to2004, Mr. Girardin served as the Chief Financial Officer of AMS Direct, Inc., a direct response marketing company. From 2000 to 2001, Mr. Girardin served as the Vice President Finance for American Pharmaceutical Partners, Inc. a specialty pharmaceuticals manufacturer and from 1997 to 1999 Mr. Girardin served as the Chief Financial Officer of a division of DiverseyLever and Unilever. Mr. Girardin, age 56, is a Chartered Accountant. 1 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. THE GSI GROUP, INC. (Registrant) Date: January 19, 2006 By: /s/Randall N. Paulfus ------------------------- Name: Randall N. Paulfus Title: Interim Chief Financial Officer 2

UNITED STATES

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

August 30, 2005

(Date of Report - Date of earliest event reported)

THE GSI GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

333-43089		37-0856587
(Commission File Number)		(IRS Employer Identification No.)
1004 E. ILLINOIS STREET
ASSUMPTION, ILLINOIS		62510
(Address of Principal Executive Offices)		(Zip Code)
(217) 226-4421
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

(b) See item (c) below.

(c) Effective August 30, 2005, The GSI Group, Inc. (“GSI”) appointed Richard M. Christman, age 55, as its Chief Executive Officer. Prior to joining GSI, Mr. Christman spent more than 30 years at Case Corporation and its successor company CNH, a global leader in construction and agricultural equipment. His recent leadership positions there include serving as president of multi-billion dollar operating units. Since February, 2005, Mr. Christman served as Chief Commercial Governance and Supply Chain Officer of CNH Global. From January 2003 through February, 2005, Mr. Christman served as President of CNH Global’s Agricultural North America and Australia New Zealand Region. From July 2000 through January 2003 he was President of CNH Global’s Case IH Agricultural Business. He also served on the Board of Directors of the Association of Equipment Manufacturers. Prior to Mr. Christman’s appointment as GSI’s Chief Executive Officer, he had no relationships with the Company. Mr. Christman holds a bachelor’s degree in mechanical engineering from Rose Hulman Institute of Technology and an MBA from the University of Michigan.

Mr. Christman replaces William Branch who joined the firm as Chairman and interim CEO in May, when GSI was acquired by Charlesbank Capital Partners, a Boston-based private equity firm. Mr. Branch continues to serve as GSI’s Chairman.

A copy of the press release announcing the appointment of Mr. Christman as Chief Executive Officer is attached to this Current Report on Form 8-K as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number		Exhibit Title
99.1		Press release, dated August 30, 2005, announcing the appointment of Mr. Christman as Chief Executive Officer of The GSI Group, Inc.

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.

		THE GSI GROUP, INC.
	By:	/s/ RANDALL PAULFUS
		Name: Randall Paulfus
		Title: Interim Chief Financial Officer
Date: September 2, 2005

EXHIBIT INDEX

Exhibit Number		Exhibit Title
99.1		Press release, dated August 30, 2005, announcing the appointment of Mr. Christman as Chief Executive Officer of The GSI Group, Inc.

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