0000902664-13-002356.txt : 20130524 0000902664-13-002356.hdr.sgml : 20130524 20130524124329 ACCESSION NUMBER: 0000902664-13-002356 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130524 DATE AS OF CHANGE: 20130524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GSI GROUP INC CENTRAL INDEX KEY: 0001076930 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 980110412 STATE OF INCORPORATION: A3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60011 FILM NUMBER: 13871079 BUSINESS ADDRESS: STREET 1: 125 MIDDLESEX TURNPIKE STREET 2: . CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 781-266-5618 MAIL ADDRESS: STREET 1: 125 MIDDLESEX TURNPIKE STREET 2: . CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: GSI LUMONICS INC DATE OF NAME CHANGE: 19990401 FORMER COMPANY: FORMER CONFORMED NAME: GSI LUMONICS DATE OF NAME CHANGE: 19990331 FORMER COMPANY: FORMER CONFORMED NAME: LUMONICS INC DATE OF NAME CHANGE: 19990115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polar Securities Inc. CENTRAL INDEX KEY: 0001326389 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 SC 13G 1 p13-1316sc13g.htm GSI GROUP INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 

GSI Group Inc.

(Name of Issuer)
 

Common Stock, No par value

(Title of Class of Securities)
 

36191C205

(CUSIP Number)
 

May 17, 2013

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*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 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. 36191C20513GPage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Polar Securities Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,774,251 Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,774,251 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,774,251 Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12

TYPE OF REPORTING PERSON

IA

         

 

 

   
CUSIP No. 36191C20513GPage 3 of 9 Pages
1

NAME OF REPORTING PERSON

Altairis Offshore

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

240,921 Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

240,921 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

240,921 Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.7%

12

TYPE OF REPORTING PERSON

CO

         
   
CUSIP No. 36191C20513GPage 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

Altairis Offshore Levered

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,533,330 Shares

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,533,330 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,533,330 Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.5%

12

TYPE OF REPORTING PERSON

CO

         
   
CUSIP No. 36191C20513GPage 5 of 9 Pages

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is GSI Group Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 125 Middlesex Turnpike, Bedford, Massachusetts  01730.

 

Item 2(a). NAME OF PERSON FILING
   
 

This statement is filed by:

(i) Altairis Offshore ("AO"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G directly held by it;

(ii) Altairis Offshore Levered ("AOL"), a Cayman Islands exempted company, with respect to the Shares reported in this Schedule 13G directly held by it; and

(iii) Polar Securities Inc. ("Polar Securities"), a company incorporated under the laws on Ontario, Canada, serving as investment advisor to AO and AOL with respect to the Shares reported in this Schedule 13G directly held by AO and AOL.

 

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

 

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

 

Item 2(c). CITIZENSHIP
   
  The citizenship of each of the Reporting Persons is set forth above.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, No par value (the "Shares")

 

Item 2(e). CUSIP NUMBER
  36191C205
   

 

   
CUSIP No. 36191C20513GPage 6 of 9 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:

 

Item 4. OWNERSHIP
  The percentages used herein are calculated based upon 33,935,566 Shares reported to be outstanding as of April 29, 2013, as reported on Form 10-Q for the quarter ended March 29, 2013 filed by the Company on May 8, 2013.
   

 

  A. Polar Securities
      (a) Amount beneficially owned:  1,774,251
      (b) Percent of class: 5.2%
      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote:  1,774,251
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition of:  1,774,251

 

   
CUSIP No. 36191C20513GPage 7 of 9 Pages

 

 

  B. AO
      (a) Amount beneficially owned:  240,921
      (b) Percent of class:  0.7%
      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote:  240,921
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition:  240,921
  C. AOL
      (a) Amount beneficially owned:  1,533,330
      (b) Percent of class:  4.5%
      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote:  1,533,330
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition:  1,533,330

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT 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
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its 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. 36191C20513GPage 8 of 9 Pages

 

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.

DATE: May 24, 2013

 

polar securities inc.    
     
/s/ Paul Sabourin    
Name: Paul Sabourin    
Title:   Chief Investment Officer    
     
ALTAIRIS OFFSHORE    
By:  Polar Securities Inc., its investment manager    

 

/s/ Paul Sabourin

   
Name: Paul Sabourin    
Title:   Chief Investment Officer    
     
ALTAIRIS OFFSHORE LEVERED    
By:  Polar Securities Inc., its investment manager    

 

/s/ Paul Sabourin

   
Name: Paul Sabourin    
Title:   Chief Investment Officer    
     

 

   
CUSIP No. 36191C20513GPage 9 of 9 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: May 24, 2013

 

polar securities inc.    
     
/s/ Paul Sabourin    
Name: Paul Sabourin    
Title:   Chief Investment Officer    
     
ALTAIRIS OFFSHORE    
By:  Polar Securities Inc., its investment manager    

 

/s/ Paul Sabourin

   
Name: Paul Sabourin    
Title:   Chief Investment Officer    
     
ALTAIRIS OFFSHORE LEVERED    
By:  Polar Securities Inc., its investment manager    

 

/s/ Paul Sabourin

   
Name: Paul Sabourin    
Title:   Chief Investment Officer