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): November 7, 2003
GSE Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-26494 52-1868008
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
9189 Red Branch Road, Columbia, MD 21045
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (410) 772-3500
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
On October 23, 2003, GSE Systems, Inc. (GSE) announced a change of
control in the ownership of the Company.
Such control was acquired by GP Strategies Corporation (GP Strategies)
on October 23, 2003 through its purchase of all GSE common stock currently held
by ManTech International Corporation (ManTech), and a Subordinated Note held by
ManTech in the outstanding principal amount of $650,000 which will be
convertible into GSE common stock. GP Strategies paid ManTech consideration in
the form of a five-year 5% note in the principal amount of $5,250,955. The basis
of the control is that, through this acquisition, the percentage of voting
securities of GSE beneficially owned by GP Strategies increased from
approximately 22% to approximately 58%.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1 Agreement between GP Strategies Corporation and GSE
Systems, Inc. dated August 28, 2003.
10.2 Amendment to Preferred Stock Issuance Agreement between
ManTech International Corporation and GSE Systems, Inc. dated
September 29, 2003.
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, thereunto duly authorized.
Dated: November 7, 2003 GSE Systems, Inc.
/s/Jeffery G. Hough
Name: Jeffery G. Hough
Title: Senior VP, CFO & Secretary