-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wuo2RjQGxpJExY6zBhfgkeyIdA6xaZMiANdYPXMhNuQt/iRv5lGu9BD6ToPrmIz3 uMr/X/KD5Pe/WNWZLiHlkQ== 0000070415-03-000034.txt : 20031030 0000070415-03-000034.hdr.sgml : 20031030 20031030122736 ACCESSION NUMBER: 0000070415-03-000034 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031030 GROUP MEMBERS: JEROME I. FELDMAN GROUP MEMBERS: SCOTT N. GREENBERG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GSE SYSTEMS INC CENTRAL INDEX KEY: 0000944480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521868008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45371 FILM NUMBER: 03965857 BUSINESS ADDRESS: STREET 1: 9189 RED BRANCH ROAD CITY: COLUMBIA STATE: MD ZIP: 21045 BUSINESS PHONE: 4107723500 MAIL ADDRESS: STREET 1: 9189 RED BRANCH ROAD STREET 2: 9189 RED BRANCH ROAD CITY: COLUMBIA STATE: MD ZIP: 21045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GP STRATEGIES CORP CENTRAL INDEX KEY: 0000070415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 131926739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVENUE STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 914-249-9700 MAIL ADDRESS: STREET 1: 777 WESTCHESTER AVENUE STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10604 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL PATENT DEVELOPMENT CORP DATE OF NAME CHANGE: 19920703 SC 13D 1 gse13d.txt GSE SYTEMS SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GSE Systems, Inc. (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 36227K106 (CUSIP Number) Andrea D. Kantor, Esq. GP Strategies Corporation 777 Westchester Avenue White Plains, New York 10604 (914) 249-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 21, 2003 -------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [x] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. * 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 ("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 3622K106 Page 2 of 12 1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons. (Entities Only) GP Strategies Corporation I.D. No. 13-1926739 ----------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See instructions)(a) [ ] (b) [x] 3) SEC Use Only 4) Source of Funds (See Instructions) WC, OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Delaware 7) Sole Voting Power Number of 5,154,052 Shares 8) Shared Voting Power Beneficially 0 Owned by Each 9) Sole Dispositive Power Reporting Person With 5,154,052 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned By Each Reporting Person 5,154,052 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 58% 14) Type of Reporting Person (See Instructions) CO CUSIP 3622K106 Page 3 of 12 1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons. (Entities Only) Jerome I. Feldman 2) Check the Appropriate Box if a Member of a Group (See instructions)(a) [ ] (b) [x] 3) SEC Use Only 4) Source of Funds (See Instructions) PF, OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 7) Citizenship or Place of Organization United States 7) Sole Voting Power Number of 87,000 Shares 8) Shared Voting Power Beneficially 0 Owned by Each 9) Sole Dispositive Power Reporting Person With 87,000 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned By Each Reporting Person 87,000 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [x] 13) Percent of Class Represented by Amount in Row (11) 0.97% 14) Type of Reporting Person (See Instructions) IN CUSIP 3622K106 Page 4 of 12 1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons. (Entities Only) Scott N. Greenberg 2) Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [x] 3) SEC Use Only 4) Source of Funds (See Instructions) PF, OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization United States 7) Sole Voting Power Number of 35,000 Shares 8) Shared Voting Power Beneficially 0 Owned by Each 9) Sole Dispositive Power Reporting Person With 35,000 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned By Each Reporting Person 35,000 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [x] 13) Percent of Class Represented by Amount in Row (11) 0.39% 14) Type of Reporting Person (See Instructions) IN CUSIP 3622K106 Page 5 of 12 Item 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock"), of GSE Systems, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 9189 Red Branch Road, Columbia, Maryland 21045. Item 2. Identity and Background This statement is filed by GP Strategies Corporation, a Delaware corporation ("GP"), Jerome I. Feldman ("Feldman") and Scott N. Greenberg ("Greenberg"; each of GP, Feldman and Greenberg being a "Filing Person" and collectively, the "Filing Persons"). The principal business of GP is workforce development and training. The address of the principal business of GP is 6095 Marshalee Drive, Suite 300, Elkridge, Maryland 21075. The address of the principal office of GP is 777 Westchester Avenue, Fourth Floor, White Plains, New York 10604. During the last five years, GP has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The information regarding directors and executive officers of GP is set forth in Schedule I. The business address of each of Feldman and Greenberg is c/o GP Strategies Corporation, 777 Westchester Avenue, Fourth Floor, White Plains, New York 10604. The present principal occupation of Feldman is Chairman and Chief Executive Officer of GP. The present principal occupation of Greenberg is President and Chief Financial Officer of GP. During the last five years, neither Feldman nor Greenberg has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Feldman and Greenberg are each citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration On October 21, 2003, GP purchased 3,426,699 shares of Common Stock and a Subordinated Note of the Company (the "Note") in the outstanding principal amount of $650,000 which is convertible into 418,653 shares of Common Stock from ManTech International ("ManTech"). CUSIP 3622K106 Page 6 of 12 The consideration paid to ManTech by GP consisted of a five-year 5% note in the principal amount of $5,250,955 (the "GP Note"). Each year during the term of the GP Note, the holder of the GP Note will have the option to convert up to 20% of the original principal amount of the GP Note into GP common stock at the then market price of GP common stock, but only in the event that GP common stock is trading at $10 per share or more. Item 4. Purpose of Transaction This transaction increased GP's ownership of the Common Stock from approximately 22% to approximately 58%, assuming conversion of the Note, which is contemplated to take place shortly, and as a result GP now controls the Company and the financial results of the Company will now be included in GP's consolidated financial statements. Simultaneously with the closing of this transaction, three directors nominated by GP were added to the Company's board of directors. In connection with the transaction, GP and ManTech entered into a five-year Teaming Agreement pursuant to which GP and ManTech will work together to give GP the opportunity to provide training services to ManTech's customers. Except as set forth above, each Filing Person does not have any plans or proposals of the nature described in Items (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by GP is 5,154,052 shares of Common Stock (including 418,653 shares issuable upon conversion of the Note) representing approximately 58% of the outstanding shares of Common Stock. The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Feldman is 87,000 shares of Common Stock issuable upon exercise of options, representing approximately 0.97% of the outstanding shares of Common Stock. The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Greenberg is 35,000 shares of Common Stock issuable upon exercise of options, representing approximately 0.39% of the outstanding shares of Common Stock. Each of Feldman and Greenberg disclaims beneficial ownership of the shares of Common Stock beneficially owned by GP, which have been excluded from the shares of Common Stock listed above respectively for each such Filing Person. (b) Each Filing Person has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the securities reported for it or him. CUSIP 3622K106 Page 7 of 12 (c) Please refer to Item 3 for information with respect to transactions in the securities which were effected during the past sixty days by the Filing Persons. (d) No other person has the right to receive or the power to direct the receipt of dividends from, and the proceeds of sale of, the securities reported herein as being beneficially owned by each Filing Person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On March 21, 2003, the Company issued 150,000 shares of Common Stock to GP in consideration for GP continuing its guarantee of the Company's credit facility in the amount of $1.8 million. Item 7. Material to be Filed as Exhibits 1. Joint Filing Agreement, dated October 30, 2003, among GP Strategies, Jerome I. Feldman and Scott N. Greenberg. 2. Purchase and Sale Agreement dated October 21, 2003 by and between GP and ManTech. Incorporated herein by reference to Exhibit 10.1 of GP's Form 8-K dated October 23, 2003. 3. Teaming Agreement dated October 21, 2003 by and between GP and ManTech. Incorporated herein by reference to Exhibit 10.2 of GP's Form 8-K dated October 23, 2003. 4. $5,250,955 Promissory Note dated October 21, 2003 of GP. Incorporated herein by reference to Exhibit 10.3 of GP's Form 8-K dated October 23, 2003. CUSIP 3622K106 Page 8 of 12 SIGNATURES 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. Dated: October 30, 2003 GP STRATEGIES CORPORATION Scott N. Greenberg, President and Chief Financial Officer Jerome I. Feldman Scott N. Greenberg CUSIP 3622K106 Page 9 of 12 Information with Respect to Executive Officers and Directors of GP Schedule I to Schedule 13D The following sets forth as to each of the executive officers and directors of GP: his or her name, his or her business address, his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GP Strategies Corporation, the business address of which is 777 Westchester Avenue, White Plains, New York 10605, and each such individual identified below is a citizen of the United States. To the knowledge of the Filing Persons, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. GP Strategies Corporation Directors: No of Shares of GSE Beneficial Name Occupation Held - ---------------------- -------------------------------- ------------- Jerome I. Feldman Chairman of the Board and Chief Executive Officer 87,000(1) CUSIP 3622K106 Page 10 of 12 Scott N. Greenberg President and Chief Financial Officer 35,000(2) Harvey P. Eisen Chairman and Managing Member Bedford Oak Management, LLC (asset management company) 100 South Bedford Road Mount Kisco, NY 10549 -0- Marshall S. Geller Senior Managing Member St. Cloud Capital Partners, L.P. (Small Business Investment Company) 10866 Wilshire Blvd. Los Angeles, CA 90024 -0- Roald Hoffmann Professor of Chemistry Cornell University Department of Chemistry Ithaca, NY 14853 -0- Bernard M. Kauderer Retired Vice Admiral - U.S. Navy 7025 Ibis Place Carlsbad, CA 92009 -0- Mark A. Radzik Managing Director Equity Group Investments, L.L.C. (investment company) Two North Riverside Plaza Chicago, IL 60606 -0- Ogden Reid Former U.S. Congressman 48 Mead Street Waccabuc, NY 10597 -0- Gordon Smale President Atlantic Oil Corporation (oil and gas producer) 1825 Lawrence Street Denver, CO 80202 -0- CUSIP 3622K106 Page 11 of 12 Officers: Andrea D. Kantor Vice President and General Counsel c/o GP Strategies Corporation 777 Westchester Avenue - Fourth Floor White Plains, NY 10604 -0- (1) Consists of options to purchase 87,000 shares of Common Stock issuable upon exercise of currently exercisable stock options. (2) Consists of options to purchase 35,000 shares of Common Stock issuable upon exercise of currently exercisable stock options. Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that the joint filing on behalf of each of them of a Statement on Schedule 13D, dated October 30, 2003 (including amendments thereto) with respect to the common stock, par value $.01 per share, of GSE Systems, Inc., may be filed by GP Strategies Corporation and further agrees that this Joint Filing Agreement be included as an Exhibit to such joint filing. Dated: October 30, 2003 GP STRATEGIES CORPORATION Scott N. Greenberg, President and Chief Financial Officer Jerome I. Feldman Scott N. Greenberg -----END PRIVACY-ENHANCED MESSAGE-----