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) December 7, 2004 GSE Systems, Inc. ----------------- (Exact name of registrant as specified in its charter) Delaware 0-26494 52-1868008 ----------- ------------------ -------------- (State or other (Commission file number) (I.R.S. employer jurisdiction of identification no.) incorporation) 9189 Red Branch Road, Columbia, MD 21045 (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (410) 772-3500 Not Applicable --------------- (Former Name, Former Address, and Former Fiscal Year, If Changed Since Last Report) Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On December 7, 2004, John A. Moore, Jr. notified the Company that he will resign from the Company's Board of Directors effective December 31, 2004.