OMB APPROVAL |
||
OMB Number: 3235-0145 |
||
Expires: February 28, 2009 |
||
Estimated average burden hours per response...10.4 |
||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
36227K106 |
Page | 2 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: Kaizen Management, L.P. |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Texas | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 1,030,803 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 26,300 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 1,030,803 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
26,300 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,057,103 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
7.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
36227K106 |
Page | 3 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: Kaizen Capital, L.L.C. |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Texas | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 1,030,803 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 26,300 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 1,030,803 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
26,300 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,057,103 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
7.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
36227K106 |
Page | 4 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: Select Contrarian Value Partners, L.P. |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Texas | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 1,030,803 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 1,030,803 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,030,803 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
7.7% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
36227K106 |
Page | 5 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: David W. Berry |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Texas | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 1,030,803 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 26,300 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 1,030,803 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
26,300 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,057,103 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
7.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
36227K106 |
Page | 6 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: Spectrum Galaxy Fund, Ltd. |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
British Virgin Islands | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 26,300 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 26,300 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
26,300 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. 36227K106 | Page 7 of 10 Pages | |||||||
Item 1(a)
|
Name of Issuer: | |
GSE Systems, Inc. | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices: | |
7133 Rutherford Road, Suite 200 | ||
Baltimore, MD 21244 | ||
Item 2(a)
|
Name of Person Filing: | |
This statement is filed by and on behalf of: (i) Select Contrarian Value Fund, L.P., a Texas limited partnership (Select); (ii) Spectrum Galaxy Fund, Ltd., a company incorporated under the laws of the British Virgin Islands (Spectrum); (iii) Kaizen Management, L.P., a Texas limited partnership (Management); (iv) Kaizen Capital, LLC, a Texas limited liability company (Capital); and (v) David W. Berry. | ||
Management is the general partner of, and serves as an investment adviser to, Select. By contract, Management also serves as the sole investment manager to Spectrum. Because of the relationships described herein, Management may be deemed to have or share voting and/or investment (including dispositive) power with respect to shares of common stock of the issuer (Shares) owned and/or held by or for the account or benefit of both Select and Spectrum. | ||
Capital is the general partner of Management. Because of the relationships described herein, Capital may be deemed to have or share voting and/or investment (including dispositive) power with respect to Shares owned and/or held by or for the account or benefit of Management. | ||
Mr. Berry is the Manager of Capital. Because of the relationships described herein, Mr. Berry may be deemed to have or share voting and/or investment (including dispositive) power with respect to Shares owned and/or held by or for the account or benefit of Capital. | ||
Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. | ||
Item 2(b)
|
Address of Principal Business Office: | |
4200 Montrose Blvd., Suite 400 | ||
Houston, TX 77006 | ||
Item 2(c)
|
Citizenship: | |
See Item 4 of each cover page. |
CUSIP No. 36227K106 | Page 8 of 10 Pages | |||||||
Item 2(d) | Title of Class of Securities: | |||||
Common Stock, par value $0.01 per share | ||||||
Item 2(e) | CUSIP No: | |||||
36227K106 | ||||||
Item 3 | Status of Person Filing: | |||||
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
||||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
||||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
||||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8); |
||||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
||||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
||||
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
||||
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
||||
(i) | o | A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
||||
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
||||
Item 4 | Ownership: | |||||
(a) | See Item 9 of each cover page. For Select, Management and Berry, such amount includes 225,989 shares of common stock (the Common Stock) of GSE Systems, Inc. (the Company) that are in the form of a Warrant to Purchase Shares of Common Stock, which is immediately convertible at the holders option into an aggregate of 225,989 shares of Common Stock of the Company. | |||||
(b) | See Item 11 of each cover page. | |||||
(c) | See Items 5-8 of each cover page. | |||||
Item 5 | Ownership of 5% or Less of a Class: | |||||
Not applicable. |
CUSIP No. 36227K106 | Page 9 of 10 Pages | |||||||
Item 6 | Ownership of More than 5% on Behalf of Another Person: | |||
Not applicable. | ||||
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: | |||
Not applicable. | ||||
Item 8 | Identification and Classification of Members of the Group: | |||
Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. | ||||
Item 9 | Notice of Dissolution of Group: | |||
Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. | ||||
Item 10 | Certification: | |||
(a) | Not Applicable |
|||
(b) | By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 36227K106 | Page 10 of 10 Pages | |||||||
KAIZEN MANAGEMENT, L.P. |
||||
By: | Kaizen Capital, L.L.C., its general partner | |||
By: | /s/ David W. Berry | |||
David W. Berry | ||||
Manager | ||||
KAIZEN CAPITAL, L.L.C. |
||||
By: | /s/ David W. Berry | |||
David W. Berry | ||||
Manager | ||||
SELECT CONTRARIAN VALUE PARTNERS, L.P. |
||||
By: | Kaizen Management, L.P., its general partner | |||
By: | Kaizen Capital, L.L.C., its general partner | |||
By: | /s/ David W. Berry | |||
David W. Berry | ||||
Manager | ||||
/s/ David W. Berry | ||||
David W. Berry | ||||
SPECTRUM GALAXY FUND, LTD. |
||||
By: | /s/ Dion R. Friedland | |||
Dion R. Friedland | ||||