8-K

UNITED STATES

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):  September 22, 2015

GSE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14785	52-1868008
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
1332 Londontown Blvd., Sykesville, MD 21784
(Address of principal executive offices and zip code)

(410) 970-7800

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation or the registrant under any of the following provisions (see General Instructions A.2 below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - 2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e - 4 (c))

Item 2.05.Costs Associated with Exit or Disposal Activities.

On September 22, 2015, the Board of Directors of GSE Systems, Inc. (the "Company"), approved restructuring actions relating to the Company's worldwide operations. These actions are expected to involve an overall reduction of approximately 36 positions globally and be substantially complete by October 2015. In connection with these actions, the Company expects to record total pre-tax charges of approximately $2.6 million in the third quarter of 2015, which include an asset impairment charge of approximately $1.4 million related to the write-down of capitalized software development costs described in Item 2.06 below. Approximately $1.2 million of these pre-tax charges are expected to be paid in cash consisting of approximately $1.1 million of employee severance and compensation benefits and approximately $117,000 in facility closing expenses.

The Company expects that the restructuring actions and other policy changes will result in annual pre-tax savings of approximately $4.2 million and annual cash savings of approximately $4.9 million.

Item 2.06.Material Impairments.

In August 2015, Kyle J. Loudermilk became the President and Chief Executive Officer of the Company and Christopher D. Sorrells became the Interim Chief Operating Officer of the Company.  At their direction, the Company undertook a review of its software product development programs. Based upon the results of such review, the Company has determined not to proceed with one of the software product development programs and estimates that it will incur an asset impairment charge of approximately $1.4 million in the third quarter of 2015 related to the write-down of capitalized software development costs related to such software product development program.  Approximately three positions related to such development program will be eliminated and are included in the 36 positions referred to in Item 2.05 above.

Forward Looking Statements

We make statements in this Current Report that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect our current expectations concerning future events and results. We use words such as "expect," "intend," "believe," "may," "will," "should," "could," "anticipates," and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the sections entitled Cautionary Statement Regarding Forward-Looking Statements, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Risk Factors. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release, dated September 29, 2015

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 hereunto duly authorized.

	GSE SYSTEMS, INC.
Date: September 28, 2015	By:	/s/ Lawrence M. Gordon
	Lawrence M. Gordon Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.Description

99.1Press Release, dated September 29, 2015

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

GSE SYSTEMS ANNOUNCES CORPORATE RESTRUCTURING

Sykesville, MD – September 29, 2015 - GSE Systems, Inc. ("GSE" or "the Company") (NYSE MKT: GVP), a global energy industry performance improvement company, today announced that it has commenced a company-wide restructuring program associated with its previously announced global corporate review.

In August 2015, Kyle J. Loudermilk became President and Chief Executive Officer of the Company and Christopher D. Sorrells became Interim Chief Operating Officer of the Company.  Our new leadership team initiated a comprehensive review of the Company's overall operations and software product development programs with a goal of immediately improving profitability and implementing operational best practices to better serve GSE's blue chip customer base.  This restructuring, which is expected to be substantially completed by October 2015, primarily involves the cessation of one software development project, office closings and company-wide staff reductions resulting in a streamlined organization.

GSE expects the restructuring will generate approximately $1.0 million of pre-tax savings in the fourth quarter of 2015 with ongoing annual pre-tax savings of approximately $4.2 million in 2016.  Annual cash savings generated via the restructuring will approximate $4.9 million.  The Company expects to record total pre-tax charges of approximately $2.6 million in the third quarter ending September 30, 2015, comprised of a non-cash asset impairment charge of approximately $1.4 million related to the cessation of the above-referenced research and development project, and cash charges of approximately $1.2 million, primarily related to employee severance and benefits.

Mr. Loudermilk said, "These decisions are difficult, and our comprehensive review of the business allowed us to make them thoughtfully and quickly in order to better align our cost structure with our revenue profile.  Most importantly, we believe this greatly improves our efficiency as an organization and we expect no impact to our customers.  As a result, we will be well-positioned to improve GSE's profitability, preserve our cash, and focus our efforts towards delivering the solutions and services that provide the most value to our customers, do so efficiently, and in turn yield the highest long-term returns to our shareholders.  We view this as an essential first step that will allow us to define and execute our long-term growth objectives."

ABOUT GSE SYSTEMS, INC.

GSE Systems, Inc. provides performance improvement solutions to the energy and process industries.  We improve human performance though turnkey training, unique visualization and simulation applications, and our staff of instructors, as well as plant improvement through our engineering expertise and use of technology to improve plant design, commissioning and operations.  The Company has approximately 300 employees and over four decades of experience as well as more than 1,100 installations and hundreds of customers in over 50 countries spanning the globe.  GSE Systems is headquartered in Sykesville (Baltimore), Maryland, with offices in St. Marys, Georgia; Huntsville, Alabama; Chennai, India; Nyköping, Sweden; Stockton-on-Tees, UK; Glasgow, UK; and Beijing, China.  Information about GSE Systems is available at www.gses.com.

FORWARD LOOKING STATEMENTS

We make statements in this press release that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect our current expectations concerning future events and results. We use words such as "expect," "intend," "believe," "may," "will," "should," "could," "anticipates," and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the sections entitled Cautionary Statement Regarding Forward-Looking Statements, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Risk Factors. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Company Contact	The Equity Group Inc.
Kyle J. Loudermilk	Devin Sullivan
Chief Executive Officer	Senior Vice President
GSE Systems, Inc.	(212) 836-9608
(410) 970-7950	dsullivan@equityny.com
	Kalle Ahl, CFA
	Senior Associate
	(212) 836-9614
	kahl@equityny.com