UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GSI Group Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
36229U102
--------------------------------------------------------------------------------
(CUSIP Number)
Stephanie S. Chen
c/o Tinicum Lantern II L.L.C.
800 Third Avenue, 40th Floor
New York, NY 10022
212-446-9300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 4, 2010
------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
(Continued on following pages)
(Page 1 of 11 Pages)
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 2 of 11 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Tinicum Capital Partners II, L.P.
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
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
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 418,464
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
418,464
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,464
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8% (see Item 4)
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------------- -----------------------------------------------------------------
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 3 of 11 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Tinicum Lantern II L.L.C.
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 418,464
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
418,464
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,464
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8% (see Item 4)
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
------------- -----------------------------------------------------------------
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 4 of 11 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Terence M. O'Toole
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
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
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 418,464
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
418,464
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,464
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8% (see Item 4)
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------- -----------------------------------------------------------------
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 5 of 11 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Eric M. Ruttenberg
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
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
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 418,464
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
418,464
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,464
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8% (see Item 4)
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------- -----------------------------------------------------------------
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 6 of 11 Pages
---------------------------- ----------------------------
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, no par value
(the "Shares"), of GSI Group Inc., a company continued and existing under the
laws of the Province of New Brunswick, Canada (the "Issuer"). The principal
executive offices of the Issuer are located at: 125 Middlesex Turnpike, Bedford,
Massachusetts 01730.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by the entities and persons listed below,
all of whom together are referred to herein as the "Reporting Persons":
(i) Tinicum Capital Partners II, L.P., a Delaware limited partnership
("TCP II"), with respect to the Shares held by it;
(ii) Tinicum Lantern II L.L.C., a Delaware limited liability company
which is the general partner of TCP II (the "Manager"), with respect to the
Shares held by TCP II;
(iii) Terence M. O'Toole, a United States citizen and a managing member
of the Manager ("O'Toole"), with respect to the Shares held by TCP II; and
(iv) Eric M. Ruttenberg, a United States citizen and a managing member
of the Manager ("Ruttenberg"), with respect to the Shares held by TCP II.
O'Toole and Ruttenberg are together referred to herein as the "Individual
Reporting Persons".
(b) The address of the principal business office of each of the
Reporting Persons is 800 Third Avenue, 40th Floor, New York, NY 10022.
(c) The principal business of TCP II is that of a private investment
partnership engaging in the purchase and sale of investments for its own
account. The principal business of the Manager is to act as the general partner
to each of TCP II and Tinicum Capital Partners II Parallel Fund, L.P., a
Delaware limited partnership, and as the managing member of Tinicum Capital
Partners II Executive Fund L.L.C., a Delaware limited liability company. The
principal business of each of the Individual Reporting Persons is serving as a
managing member of the Manager and as an executive officer of Tinicum
Incorporated, an affiliated investment management company.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been 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.
(f) The citizenship of each of the Reporting Persons is set forth
above.
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 7 of 11 Pages
---------------------------- ----------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Shares reported herein were acquired for no additional consideration
along with $15,000,000 in aggregate principal amount of Notes (as defined below)
in a private transaction.
ITEM 4. PURPOSE OF TRANSACTION
On January 4, 2010 the Reporting Persons retained counsel in connection
with TCP II's investment in the Notes, which counsel was the same counsel
previously retained by certain other jointly represented Noteholders (together,
the "Jointly Represented Noteholders") in connection with their respective
investments in the Notes. The Reporting Persons, through TCP II, may act in
concert with the Jointly Represented Noteholders solely in their capacity as
creditors of the Issuer in connection with the Restructuring (as defined below).
However, the Reporting Persons and each Jointly Represented Noteholder will make
an independent decision regarding any proposal to or from the Issuer relating to
its investment in the Notes. By virtue of such actions and the joint
representation, such Noteholders may be deemed to have formed a group within the
meaning of Rule 13d-5 of the Act, however the Reporting Persons expressly
disaffirm the existence of a group with regard to the Shares.
The Shares reported herein were acquired by TCP II in a private transaction
on August 18, 2009 together with $15,000,000 in aggregate principal amount of
the 11% Senior Notes (the "Notes" and the holders of such Notes, the
"Noteholders") of GSI Group Corporation (the "Subsidiary") originally issued
pursuant to that certain Indenture, dated as of August 20, 2008 (the
"Indenture"), between the Subsidiary, the Issuer and Eagle Acquisition
Corporation, as guarantors, and The Bank of New York Mellon Trust Company, N.A.,
as trustee, for investment purposes, in the ordinary course of the Reporting
Person's business, because the Reporting Persons believed they represented an
attractive investment opportunity.
On November 19, 2009, TCP II entered into a Noteholder Restructuring Plan
Support Agreement (the "Plan Support Agreement") with the Issuer, the Subsidiary
and certain of their subsidiaries and affiliates (together, the "Issuer
Parties"), under which the parties thereto agreed to the terms of a
restructuring (the "Restructuring") of the Notes pursuant to a chapter 11 plan
of reorganization (the "Plan"). The commitment to support the restructuring is
contingent, among other things, upon receipt of a bankruptcy court approved
Disclosure Statement (as defined in the Plan Support Agreement) and other
solicitation materials in support of the Plan.
Pursuant to the Plan Support Agreement, TCP II agreed, among other things
subject to certain exceptions, (i) to vote all claims or shares it holds or
asserts against the Issuer Parties in favor of the Plan, (ii) not to object to
confirmation of the Plan or object to or otherwise commence any proceeding to
oppose or alter the Plan or support an alternative plan, and (iii) not to
withdraw, change or revoke its vote with respect to the Plan, except as
otherwise provided in the Plan Support Agreement, and (iv) except as otherwise
permitted in the Plan Support Agreement, not to take any other action that would
materially prevent or delay the consummation of the restructuring contemplated
by the Plan Support Agreement. Certain of the other Noteholders (the Noteholders
party to the Plan Support Agreement, the "Consenting Noteholders") also entered
into the Plan Support Agreement on the same terms and conditions as TCP II.
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 8 of 11 Pages
---------------------------- ----------------------------
The Plan Support Agreement is subject to termination upon the occurrence of
certain events, including, without limitation, (i) at the option of 66 2/3% of
Consenting Noteholders (the "Required Noteholders"), upon the failure of the
Issuer Parties to take certain actions by specified milestone dates, (ii) at the
option of the Issuer Parties or the Required Noteholders, if the bankruptcy
court grants relief that is materially inconsistent with the Plan Support
Agreement or the Plan or (iii) at the option of the Required Noteholders, upon
the occurrence of a Material Adverse Change (as defined in the Plan Support
Agreement).
This description of the Plan Support Agreement is a summary only and is
qualified in its entirety by reference to the Plan Support Agreement, a copy of
which is referenced as Exhibit 2 hereto (which incorporates by reference Exhibit
10.1 of the Current Report on Form 8-K filed by the Issuer on November 20, 2009)
and is incorporated herein by reference.
As more fully described in the Plan, under the Plan the Notes will be
exchanged for, among other things, New Senior Secured Notes (as defined in the
Plan) and common stock of the reorganized Issuer. This description of the Plan
is a summary only and is qualified in its entirety by reference to the Plan, a
copy of which was filed as Exhibit A of Exhibit 10.1 of the Current Report on
Form 8-K filed by the Issuer on November 20, 2009.
Except to the extent the foregoing may be deemed a plan or proposal, none
of the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto and may (i) acquire additional shares or securities of the Issuer, (ii)
dispose of any or all of TCP II's securities of the Issuer, (iii) enter into
privately negotiated derivative transactions with institutional counterparties
to hedge the market risk of some or all of TCP II's positions in the securities
of the Issuer, depending upon the factors described below and/or other
investment considerations or (iv) exercise TCP II's rights, if any, as a holder
of the Notes in connection with a bankruptcy, restructuring or other case or
proceeding of the Issuer.
In addition, the Reporting Persons intend to review TCP II's investment in
the Issuer on a continuing basis and may seek to influence or change the
Issuer's operations or business development plans, business strategy, management
or directors, competitive position, capital structure or capital management
policy, including, without limitation, through potential discussions with
management, directors, other shareholders and the other Noteholders, existing or
potential strategic partners or competitors of the Issuer, industry analysts,
investment and financing professionals and/or other third parties. Such matters
and discussions may materially affect, and result in, the Reporting Persons
modifying TCP II's investment in the Issuer, exchanging information with any of
such persons pursuant to appropriate confidentiality or similar agreements or
otherwise, working together with any of such persons pursuant to joint
agreements or otherwise, proposing changes in the Issuer's operations,
governance, capitalization or strategic plans, or in proposing or engaging in
one or more other actions set forth under subsections (a) through (j) of Item 4
of Schedule 13D. Factors that may influence the Reporting Persons' actions
include, but are not limited to, their view regarding the Issuer's operations,
business strategy, prospects, financial position and/or strategic direction, the
outcome of the discussions and actions referenced herein, price levels of the
Shares and other
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 9 of 11 Pages
---------------------------- ----------------------------
securities, availability of funds, subsequent developments affecting the Issuer,
other investment and business opportunities available to the Reporting Persons,
conditions in the securities and debt market, general economic and industry
conditions and other factors that the Reporting Persons may deem relevant from
time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) TCP II
(a),(b) The information set forth in Rows 7 through 13 of the cover page
hereto for TCP II is incorporated herein by reference. The percentage amount set
forth in Row 13 for all cover pages filed herewith is calculated based on
47,591,899 Shares outstanding as set forth in the Rule 424(b)(3) Prospectus
filed by the Issuer on October 23, 2008.
(c) No transactions in the Shares have been effected by TCP II in the past
60 days.
(d) The Manager has the power to direct the receipt of dividends relating
to, or the disposition of the proceeds of the sale of, all of the Shares held by
TCP II as reported herein. The Individual Reporting Persons are managing members
of the Manager.
(e) Not applicable.
(b) THE MANAGER
(a),(b) The information set forth in Rows 7 through 13 of the cover page
hereto for the Manager is incorporated herein by reference.
(c) No transactions in the Shares have been effected by the Manager in the
past 60 days.
(d) The Manager has the power to direct the receipt of dividends relating
to, or the disposition of the proceeds of the sale of, all of the Shares held by
TCP II as reported herein. The Individual Reporting Persons are managing members
of the Manager.
(e) Not applicable.
(c) THE INDIVIDUAL REPORTING PERSONS
(a),(b) The information set forth in Rows 7 through 13 of the cover page
hereto for the Individual Reporting Persons is incorporated herein by reference.
(c) No transactions in the Shares have been effected by the Individual
Reporting Persons in the past 60 days.
(d) The Manager has the power to direct the receipt of dividends relating
to, or the disposition of the proceeds of the sale of, all of the Shares held by
TCP II as reported herein. The Individual Reporting Persons are managing members
of the Manager.
(e) Not applicable.
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 10 of 11 Pages
---------------------------- ----------------------------
The Shares reported herein for TCP II are owned directly by TCP II. The
Manager, as general partner to TCP II, may be deemed to be the beneficial owner
of all such Shares owned by TCP II. The Individual Reporting Persons, as
managing members of the Manager, may be deemed to be the beneficial owners of
all such Shares owned by TCP II. EACH OF THE MANAGER AND THE INDIVIDUAL
REPORTING PERSONS HEREBY DISCLAIMS ANY BENEFICIAL OWNERSHIP OF ANY SUCH SHARES.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto, a copy of which is attached
hereto as Exhibit 1.
As described in Item 4 above, on November 19, 2009, TCP II entered into the
Plan Support Agreement with the Issuer Parties and the other Consenting
Noteholders under which the parties thereto agreed to the terms of a
restructuring of the Notes pursuant to a chapter 11 plan of reorganization a
copy of which is referenced as Exhibit 2 hereto (which incorporates by reference
Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on November
20, 2009) and is incorporated herein by reference.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
1. Joint Acquisition Statement Pursuant to Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
2. Noteholder Restructuring Plan Support Agreement, dated as of November 19,
2009, by and among TCP II, the Issuer Parties and the other Consenting
Noteholders (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by the Issuer on November 20, 2009).
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D Page 11 of 11 Pages
---------------------------- ----------------------------
Signature
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: January 13, 2010
/s/ Eric M. Ruttenberg
----------------------
TINICUM LANTERN II L.L.C.,
On its own behalf and
as the General Partner of
TINICUM CAPITAL PARTNERS II, L.P.
By Eric M. Ruttenberg,
Managing Member
/s/ Terence M. O'Toole
----------------------
Terence M. O'Toole
/s/ Eric M. Ruttenberg
----------------------
Eric M. Ruttenberg
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13D-1(K)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition
statements. 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, her or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other entities or persons, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated: January 13, 2010
/s/ Eric M. Ruttenberg
----------------------
TINICUM LANTERN II L.L.C.,
On its own behalf and
as the General Partner of
TINICUM CAPITAL PARTNERS II, L.P.
By Eric M. Ruttenberg,
Managing Member
/s/ Terence M. O'Toole
----------------------
Terence M. O'Toole
/s/ Eric M. Ruttenberg
----------------------
Eric M. Ruttenberg