Notification of Late Filing

:

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

  
   
   
   

SEC FILE NUMBER 000-25705

   

CUSIP NUMBER—36229U102

 

(Check One)    

   ¨  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     x  Form 10-Q      ¨  Form N-SAR     ¨  Form N-CSR
  For Period Ended:             July 3, 2009            
  ¨  Transition Report on Form 10-K
  ¨  Transition Report on Form 20-F
  ¨  Transition Report on Form 11-K
  ¨  Transition Report on Form 10-Q
  ¨  Transition Report on Form N-SAR
  For the Transition Period Ended:                                     

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

GSI Group Inc.
Full Name of Registrant
 
Former Name if Applicable
125 Middlesex Turnpike
Address of Principal Executive Office (Street and Number)
Bedford, Massachusetts 01730
City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x   

   (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As previously announced, GSI Group Inc. (the “Company”) has identified errors in the recognition of revenue from sales to a customer in the Company’s Semiconductor Systems Segment in the first and second fiscal quarters of 2008, fiscal year 2007 and fiscal year 2006. Therefore, the Company announced that the previously issued financial statements contained in the Company’s Quarterly Reports on Form 10-Q for the periods ended March 28, 2008 and June 27, 2008 and Annual Reports on Form 10-K for the fiscal years ended December 31, 2007 and December 31, 2006 should no longer be relied upon. In connection with the identification of such errors, the Company disclosed that the Audit Committee of the Board of Directors (the “Audit Committee”) was conducting a review of sales transactions in the Company’s Semiconductor Systems Segment along with other sales transactions that contain arrangements with multiple deliverables for fiscal years 2006, 2007 and 2008.

As previously disclosed, the Audit Committee has recently concluded its review and thereafter, on June 30, 2009, the Company announced that it was undertaking a preliminary review of the timing of revenue recognized in connection with multiple element arrangements in its Precision Technology Segment from 2004 through 2008 to determine if adjustments need to be made to those periods.

The Company’s review of the timing of revenue in connection with multiple element arrangements in its Precision Technology Segment is ongoing, and the Company may decide, as a result of such review, that additional adjustments to historical financial statements are needed. In addition, the Company is evaluating the results of the Audit Committee’s recently concluded review and assessing the adjustments to be made to the financial statements which will be included in its Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2009 (the “Quarterly Report”). Accordingly, because preparation of the financial statements for the Quarterly Report and the restatement of previously issued financial statements are not yet complete, the Company is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense.

PART IV— OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

 

 

            Sergio Edelstein            

   

            (781) 266-5700        

(Name)    (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ¨Yesx No

The Company was unable to file its Quarterly Report on Form 10-Q for the quarter ended September 26, 2008, its Annual Report on Form 10-K for the year ended December 31, 2008, and its Quarterly Report on Form 10-Q for the quarter ended April 3, 2009.

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? xYes ¨ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and if appropriate state the reasons why a reasonable estimate of the results cannot be made:

The Company is diligently working to complete the restatement of previously issued financial statements for fiscal years 2006, 2007 and 2008. Until the current review and the restated financial statements are complete, a narrative and quantitative estimate of the anticipated change in the results of operations compared to the corresponding period for the last fiscal year cannot be made.

 

2

GSI Group Inc.

 

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date August 13, 2009     By   /s/    Sergio Edelstein
     

Sergio Edelstein

President and Chief Executive Officer