SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

[RULE 13d-101]
(Amendment No. 6)¹

GSI Group Inc.

(Name of Issuer)

Common Shares

(Title and Class of Securities)

3622U102

(CUSIP Number)

Christopher J. Hewitt, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 2, 2009

(Date of Event which Requires Filing of this Statement)

     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 o.

     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 11 Pages)

¹ 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 (the “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. 3622U102  13D Page 2  of  11    Pages

1	NAME OF REPORTING PERSONS Stephen W. Bershad
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			6,251,806
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,251,806
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,251,806
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.1%
14	TYPE OF REPORTING PERSON (see instructions)
	IN

CUSIP No. 3622U102  13D Page 3  of  11    Pages

1	NAME OF REPORTING PERSONS Robert G. Deuster
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			5,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,000
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.01%
14	TYPE OF REPORTING PERSON (see instructions)
	IN

CUSIP No. 3622U102  13D Page 4  of  11    Pages

1	NAME OF REPORTING PERSONS R. Douglas Norby
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (see instructions)
	IN

CUSIP No. 3622U102  13D Page 5  of  11    Pages

1	NAME OF REPORTING PERSONS Robert G. Stevens
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (see instructions)
	IN

CUSIP No. 3622U102  13D Page 6  of  11    Pages

1	NAME OF REPORTING PERSONS Eliot M. Fried
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (see instructions)
	IN

CUSIP No. 3622U102  13D Page 7  of  11    Pages

          This Amendment No. 6 relates to the Schedule 13D that was originally filed on February 4, 2009 (as amended, the “Schedule 13D”), relating to the common shares, no par value (the “Shares”), of GSI Group, Inc. (the “Company”). Terms defined in the Schedule 13D are used herein with the same meaning.

          Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented to add the following:

Item 3. Source and Amount of Funds or Other Consideration.

          Mr. Bershad used personal funds to purchase the Shares reported in this Schedule 13D.

Item 4. Purpose of Transaction.

          On November 23, 2009, in response to the Company’s voluntary filing for relief under Chapter 11 of the United States Bankruptcy Code, Mr. Bershad sent a letter to the United States Trustee requesting an appointment of an official committee of equity security holders of the Company (the “Equity Committee”).

          On December 2, 2009, Mr. Bershad and the Company entered into a letter agreement (the “Agreement”), which is filed as Exhibit 4 hereto and incorporated herein by reference. Pursuant to the Agreement, the Company agreed to support Mr. Bershad’s request for the appointment of the Equity Committee, and Mr. Bershad agreed not to contest the April 30, 2010 meeting date set by the Board of Directors in response to his earlier request for a meeting of shareholders to elect directors. If, among other reasons, the Equity Committee is not formed by December 31, 2009, or, if formed, is disbanded for any reason, Mr. Bershad retains his right to challenge the April 30, 2010 meeting date.

          In connection with the Agreement, Mr. Bershad issued a press release, which is filed as Exhibit 5 hereto and incorporated herein by reference.

          Mr. Bershad intends to review his investment in the Company on a continuing basis. Depending on various factors, including, without limitation, the Company’s financial position and strategic direction, the outcome of discussions with the Board and management, actions taken by the Board, the outcome of the Company’s bankruptcy proceedings, the outcome of the Shareholders Meeting, other investment opportunities available to Mr. Bershad, price levels of the Shares, and conditions in the securities markets and the economy in general, Mr. Bershad may in the future acquire additional Shares or dispose of some or all of the Shares beneficially owned by him, or take any other actions with respect to his investment in the Company permitted by law, including changing his investment intent with respect to such Shares and including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

          (a)-(b). Mr. Bershad has the sole power to vote and dispose of 6,251,806 Shares. Mr. Bershad is record owner of 6,251,806 Shares, which constitute approximately 13.1% of the Shares outstanding as of November 6, 2009.

          (c). Mr. Bershad purchased Shares through the Pink Quote system in the amounts and for the prices set forth on Schedule I hereto.

CUSIP No. 3622U102  13D Page 8  of  11    Pages

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

          The information set forth above in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit 4 — Letter Agreement, dated December 2, 2009, between the Company and Mr. Bershad.
Exhibit 5 — Press Release, dated December 2, 2009.

CUSIP No. 3622U102  13D Page 9  of  11    Pages

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 3, 2009

/s/ Stephen W. Bershad

Stephen W. Bershad

/s/ Robert G. Deuster

Robert G. Deuster

/s/ R. Douglas Norby

R. Douglas Norby

/s/ Robert G. Stevens

Robert G. Stevens

/s/ Eliot M. Fried

Eliot M. Fried

CUSIP No. 3622U102  13D Page 10  of  11    Pages

Schedule I

MR. BERSHAD’S TRANSACTIONS SINCE THE MOST RECENT SCHEDULE 13D

          The following table sets forth all transactions with respect to Shares effected by Mr. Bershad since November 23, 2009. Such transactions were effected in the open market.

DATE	AMOUNT		PRICE PER SHARE
11/24/2009		262,900	$	0.565

CUSIP No. 3622U102  13D Page 11  of  11    Pages

EXHIBIT INDEX

Exhibit 4 — Letter Agreement, dated December 2, 2009, between the Company and Mr. Bershad.
Exhibit 5 — Press Release, dated December 2, 2009.

EX-4

Exhibit 4

Direct Number: (216) 586-7035
ceblack@jonesday.com

December 2, 2009

VIA FACSIMILE AND ELECTRONIC MAIL

William R. Baldiga, Esq.
Brown Rudnick LLP
One Financial Center
Boston, Massachusetts 02111

     Re:     In re MES International, Inc., et al. Case No. 09-14109

Dear Mr. Baldiga:

     As you are aware, Jones Day represents Stephen W. Bershad, who holds approximately 13.1% of the outstanding common shares of GSI Group Inc. (“GSI”), which is the ultimate parent debtor in the above-captioned cases. This letter follows up on the earlier conversations between us regarding the timing of a shareholder meeting for GSI (together with its debtor affiliates, the “Debtors”) and Mr. Bershad’s request for the appointment of an official committee of equity security holders for GSI (the “Equity Committee”).

     As you are also aware, GSI has not filed required financial reports with the Securities and Exchange Commission (“SEC”) dating back to the third quarter of 2008. This led to a preliminary decision by NASDAQ to suspend the listing of GSI’s stock on November 5, 2009. Furthermore, the last meeting of shareholders to elect directors for GSI was held on May 15, 2008. On November 9, 2009, Mr. Bershad requested the Board of Directors of GSI to call a meeting of shareholders pursuant to Subsection 96(1) of the Business Corporations Act (New Brunswick) (the “Act”), for the purpose of electing directors; on November 19, 2009, Mr. Bershad filed a preliminary proxy statement with the SEC to solicit proxies to elect a new board of directors for GSI; and on November 20, 2009 Mr. Bershad delivered to GSI a request for access to GSI’s books and records (such request and, collectively with any other or similar requests, the “Requests”).

     On November 20, 2009 (the “Petition Date”), the Debtors filed voluntary chapter 11 cases (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the District of Delaware and filed a plan of reorganization (Docket No. 23) (the “Plan”) and an associated disclosure statement (Docket No. 24). The Plan is based on an agreement (the “Plan Support Agreement”) between the Debtors and the majority holders (collectively, the “Noteholders”) of GSI’s existing $210 million in principal value 11% unsecured notes regarding the capital structure of the reorganized Debtors. GSI has also filed a motion (Docket No. 22) (the “Assumption Motion”) seeking authority to assume the Plan Support Agreement.

William R. Baldiga, Esq.
December 2, 2009
Page 2

     In response to the Debtors’ filing of chapter 11 petitions, the Plan and the Assumption Motion, on November 23, 2009, Mr. Bershad sent a letter to the United States Trustee requesting the appointment of the Equity Committee. On November 27, 2009, the board of directors of GSI called a meeting of GSI’s shareholders for April 30, 2010 and GSI published a notice of such date by filing an 8-K with the SEC.

     Since Mr. Bershad made the request for appointment of an Equity Committee, we have engaged in discussions regarding the possible consensual resolution of the request for appointment of an Equity Committee, the holding of a shareholder meeting to elect members to the Board and the Requests. Pursuant to these discussions, Mr. Bershad and the Debtors have agreed on the resolution of these matters in the manner described below.

     1. Support of Request for Appointment of an Equity Committee. The Debtors will support Mr. Bershad’s request to the United States Trustee (the “UST”) (and the similar request made by another shareholder) for appointment of an Equity Committee. In addition, the Debtors will not oppose any request of Mr. Bershad to the UST to be a member of the Equity Committee (conditioned on Mr. Bershad’s compliance with the guidelines for members developed by the UST and applicable law, the Debtors not having a reasonable basis to object to Mr. Bershad’s membership after reviewing Mr. Bershad’s completed questionnaire, and satisfactory resolution of any conflict or other issue raised by the UST or other third party).

     2. Agreement on Date of Shareholder Meeting. Mr. Bershad will not contest the Board’s setting the date of the shareholders meeting in response to his meeting request for April 30, 2010; provided, however, that if any of the events set forth in paragraph 4 below (the “Change Events”) occur, Mr. Bershad reserves his right to (i) contest the Board’s setting the meeting date for April 30, 2010, and (ii) seek an earlier meeting date. Further, if (i) none of the Change Events has occurred on or before April 30, 2010 and (ii) the effective date of any plan of reorganization confirmed in the Chapter 11 Cases has not occurred prior to April 30, 2010, Mr. Bershad will not oppose GSI’s reasonable adjournment of such meeting if necessary to permit the effective date of any plan of reorganization confirmed in the Chapter 11 Cases to occur prior to such meeting; provided, however, such promise to not oppose any such adjournment shall not apply to any adjournment sought for a date after June 30, 2010.

     3. Deferral of Information Request. Mr. Bershad will defer pursuing any Requests until after the earlier of the occurrence of a Change Event or the effective date of any plan of reorganization confirmed in the Chapter 11 Cases.

William R. Baldiga, Esq.
December 2, 2009
Page 3

     4. Change Events. Mr. Bershad’s agreement not to contest the April 30, 2010 meeting date or pursue any Requests, as set forth above, shall terminate if any of the following occur:

a. the Equity Committee is not appointed by December 31, 2010 or, if appointed, is disbanded for any reason;

b. the Debtors file a request (or support the request of any other party) to disband the Equity Committee;

c. GSI does not respond to any reasonable information requests from the Equity Committee within a reasonable time;

d. the Debtors announce their intention to seek confirmation of any plan that provides for materially less favorable treatment (as compared to the Plan filed on the Petition Date) for GSI’s present holders of common stock (a “Less Favorable Plan”), or the Debtors file a Less Favorable Plan or a motion or other request for the court’s approval of a transaction that provides for materially less favorable treatment (as compared to the Plan filed on the Petition Date) for present holders of GSI’s common stock; provided, however, that any reduction in the amount of New Common Shares, New $1.10 Warrants or New $2.00 Warrants (as such terms are defined in the Plan filed on the Petition Date) to be distributed to present holders of GSI’s common stock (as compared to the Plan filed on the Petition Date) shall constitute materially less favorable treatment.

e. any party files in the Chapter 11 Cases a Less Favorable Plan, including any modifications to the Plan filed on the Petition Date that would make it a Less Favorable Plan; or

f. the Debtors file any motion seeking approval of the sale of substantially all of their assets or the Chapter 11 Cases are dismissed or converted to cases under Chapter 7.

     5. Exclusive Agreement. This letter agreement sets forth the entire agreement between Mr. Bershad and GSI with respect to the matters contained herein.

William R. Baldiga, Esq.
December 2, 2009
Page 4

     If this letter accurately reflects our agreement, please sign this letter in the acknowledgment space below. Please do not hesitate to contact me with any questions.

Very truly yours,
 

/s/ Carl E. Black  

Carl E. Black 

cc:      Stephen W. Bershad

          On behalf of the Debtors, the undersigned counsel to GSI confirms that this letter accurately reflects the agreement between the Debtors and Mr. Bershad.

Dated: 12/02/2009	Signature:	/s/ William R. Baldiga, Esq
		William R. Baldiga, Esq.
		Brown Rudnick LLP

EX-5

Exhibit 5

NEWS RELEASE

For Immediate Release

GSI GROUP INC. SUPPORTS REQUEST FOR AN EQUITY COMMITTEE

Billerica, MA, December 2, 2009—Stephen W. Bershad announced today that he and GSI Group Inc. (GSIGQ.PK) entered into a letter agreement wherein GSI agreed to support Mr. Bershad’s request, made on November 23, 2009, for the appointment of an equity committee. In the agreement, Mr. Bershad has agreed not to contest the April 30, 2010 meeting date set by the Board of Directors in response to his earlier request for a meeting of shareholders to elect directors. If, among other reasons, the equity committee is not formed by December 31, 2009, or, if formed, is disbanded for any reason, Mr. Bershad retains his right to challenge the April 30, 2010 meeting date.

“We believe an equity committee will give the GSI shareholders a voice in the GSI bankruptcy that they currently don’t have and can be formed more quickly, and represent the interests of shareholders sooner, than a protracted proxy contest for control of the GSI Board,” said Mr. Bershad. “In short, at this time, we believe an equity committee provides a better mechanism to protect the rights of GSI shareholders in the bankruptcy process than replacing a majority of the Board of Directors. Consequently, we believe that it is currently in the best interests of GSI’s shareholders not to contest the meeting date in exchange for formation of the equity committee.”

Source:	Stephen W. Bershad
Contact:	Bill Fiske (212.440.9128)