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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 144(c) and (e)

October 11, 2011

Response of the Office of Chief Counsel
Division of Corporation Finance


GP Strategies Corporation
Incoming letter dated October 4, 2011

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings defined in your letter.

  • The Division will not recommend enforcement action to the Commission if GP Strategies and General Physics, in reliance on your opinion of counsel that the Merger is not required to be registered under the Securities Act, effect the Merger without registration under the Securities Act;

  • The Company may take into account GP Strategies’ reporting history under the Exchange Act in determining its eligibility to use Form S-3. GP Strategies’ reporting history under the Exchange Act also may be used in determining whether the Company “satisfies the registrant requirements for use of Form S-3” within the meaning of Form S-8;

  • The Division will not object if the Company, as successor to GP Strategies, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the GP Strategies Registration Statements, provided that the Company adopts the GP Strategies Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act;

  • GP Strategies’ Exchange Act reporting history may be taken into account when determining the Company’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act;

  • Average weekly reported trading volume in GP Strategies common stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e);

  • The actions to be taken by the Company to assume the 1973 Plan and the 2003 Plan do not constitute actions that require the disclosure of information required by Item 10 of Schedule 14A; and

  • The Company may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) of the Securities Act.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions. This letter also expresses the Division’s position on enforcement action only. It does not express a legal opinion on the question presented.


Carolyn Sherman
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.



Modified: 10/12/2011