SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GSE Systems, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
36227K106
(CUSIP Number)
Andrea D. Kantor, Esq.
GP Strategies Corporation
777 Westchester Avenue
White Plains, New York 10604
(914) 249-9700
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 21, 2003
--------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [x]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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)
CUSIP 3622K106 Page 2 of 12
1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons. (Entities Only)
GP Strategies Corporation I.D. No. 13-1926739
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2) Check the Appropriate Box if a Member of a Group (See instructions)(a) [ ]
(b) [x]
3) SEC Use Only
4) Source of Funds (See Instructions) 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
7) Sole Voting Power
Number of 5,154,052
Shares 8) Shared Voting Power
Beneficially 0
Owned by Each 9) Sole Dispositive Power
Reporting Person With 5,154,052
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned By Each Reporting Person
5,154,052
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
58%
14) Type of Reporting Person (See Instructions)
CO
CUSIP 3622K106 Page 3 of 12
1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons. (Entities Only)
Jerome I. Feldman
2) Check the Appropriate Box if a Member of a Group (See instructions)(a) [ ]
(b) [x]
3) SEC Use Only
4) Source of Funds (See Instructions) PF, OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
7) Citizenship or Place of Organization
United States
7) Sole Voting Power
Number of 87,000
Shares 8) Shared Voting Power
Beneficially 0
Owned by Each 9) Sole Dispositive Power
Reporting Person With 87,000
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned By Each Reporting Person
87,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions) [x]
13) Percent of Class Represented by Amount in Row (11)
0.97%
14) Type of Reporting Person (See Instructions)
IN
CUSIP 3622K106 Page 4 of 12
1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons. (Entities Only)
Scott N. Greenberg
2) Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ]
(b) [x]
3) SEC Use Only
4) Source of Funds (See Instructions) PF, OO
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
7) Sole Voting Power
Number of 35,000
Shares 8) Shared Voting Power
Beneficially 0
Owned by Each 9) Sole Dispositive Power
Reporting Person With 35,000
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned By Each Reporting Person
35,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions) [x]
13) Percent of Class Represented by Amount in Row (11)
0.39%
14) Type of Reporting Person (See Instructions)
IN
CUSIP 3622K106 Page 5 of 12
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of GSE Systems,
Inc., a Delaware corporation (the "Company"), which has its principal executive
offices at 9189 Red Branch Road, Columbia, Maryland 21045.
Item 2. Identity and Background
This statement is filed by GP Strategies Corporation, a Delaware
corporation ("GP"), Jerome I. Feldman ("Feldman") and Scott N. Greenberg
("Greenberg"; each of GP, Feldman and Greenberg being a "Filing Person" and
collectively, the "Filing Persons").
The principal business of GP is workforce development and training. The
address of the principal business of GP is 6095 Marshalee Drive, Suite 300,
Elkridge, Maryland 21075. The address of the principal office of GP is 777
Westchester Avenue, Fourth Floor, White Plains, New York 10604. During the last
five years, GP has not been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a 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. The information regarding directors and executive officers
of GP is set forth in Schedule I.
The business address of each of Feldman and Greenberg is c/o GP
Strategies Corporation, 777 Westchester Avenue, Fourth Floor, White Plains, New
York 10604. The present principal occupation of Feldman is Chairman and Chief
Executive Officer of GP. The present principal occupation of Greenberg is
President and Chief Financial Officer of GP. During the last five years, neither
Feldman nor Greenberg has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a 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. Feldman and Greenberg are each citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
On October 21, 2003, GP purchased 3,426,699 shares of Common Stock and
a Subordinated Note of the Company (the "Note") in the outstanding principal
amount of $650,000 which is convertible into 418,653 shares of Common Stock from
ManTech International ("ManTech").
CUSIP 3622K106 Page 6 of 12
The consideration paid to ManTech by GP consisted of a five-year 5% note in the
principal amount of $5,250,955 (the "GP Note"). Each year during the term of the
GP Note, the holder of the GP Note will have the option to convert up to 20% of
the original principal amount of the GP Note into GP common stock at the then
market price of GP common stock, but only in the event that GP common stock is
trading at $10 per share or more.
Item 4. Purpose of Transaction
This transaction increased GP's ownership of the Common Stock from
approximately 22% to approximately 58%, assuming conversion of the Note, which
is contemplated to take place shortly, and as a result GP now controls the
Company and the financial results of the Company will now be included in GP's
consolidated financial statements. Simultaneously with the closing of this
transaction, three directors nominated by GP were added to the Company's board
of directors.
In connection with the transaction, GP and ManTech entered into a five-year
Teaming Agreement pursuant to which GP and ManTech will work together to give GP
the opportunity to provide training services to ManTech's customers.
Except as set forth above, each Filing Person does not have any plans
or proposals of the nature described in Items (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of the class of securities
identified pursuant to Item 1 beneficially owned by GP is 5,154,052
shares of Common Stock (including 418,653 shares issuable upon
conversion of the Note) representing approximately 58% of the
outstanding shares of Common Stock. The aggregate number and percentage
of the class of securities identified pursuant to Item 1 beneficially
owned by Feldman is 87,000 shares of Common Stock issuable upon
exercise of options, representing approximately 0.97% of the
outstanding shares of Common Stock. The aggregate number and percentage
of the class of securities identified pursuant to Item 1 beneficially
owned by Greenberg is 35,000 shares of Common Stock issuable upon
exercise of options, representing approximately 0.39% of the
outstanding shares of Common Stock. Each of Feldman and Greenberg
disclaims beneficial ownership of the shares of Common Stock
beneficially owned by GP, which have been excluded from the shares of
Common Stock listed above respectively for each such Filing Person.
(b) Each Filing Person has the sole power to vote or direct the vote and
the sole power to dispose or to direct the disposition of the
securities reported for it or him.
CUSIP 3622K106 Page 7 of 12
(c) Please refer to Item 3 for information with respect to transactions in
the securities which were effected during the past sixty days by the
Filing Persons.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, and the proceeds of sale of, the securities
reported herein as being beneficially owned by each Filing Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On March 21, 2003, the Company issued 150,000 shares of Common Stock to
GP in consideration for GP continuing its guarantee of the Company's credit
facility in the amount of $1.8 million.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement, dated October 30, 2003, among GP Strategies,
Jerome I. Feldman and Scott N. Greenberg.
2. Purchase and Sale Agreement dated October 21, 2003 by and between GP
and ManTech. Incorporated herein by reference to Exhibit 10.1 of GP's Form 8-K
dated October 23, 2003.
3. Teaming Agreement dated October 21, 2003 by and between GP and
ManTech. Incorporated herein by reference to Exhibit 10.2 of GP's Form 8-K dated
October 23, 2003.
4. $5,250,955 Promissory Note dated October 21, 2003 of GP.
Incorporated herein by reference to Exhibit 10.3 of GP's Form 8-K dated October
23, 2003.
CUSIP 3622K106 Page 8 of 12
SIGNATURES
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: October 30, 2003
GP STRATEGIES CORPORATION
Scott N. Greenberg, President and
Chief Financial Officer
Jerome I. Feldman
Scott N. Greenberg
CUSIP 3622K106 Page 9 of 12
Information with Respect to Executive
Officers and Directors of GP
Schedule I to Schedule 13D
The following sets forth as to each of the executive officers and
directors of GP: his or her name, his or her business address, his or her
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted. Unless otherwise specified, the principal employer of each such
individual is GP Strategies Corporation, the business address of which is 777
Westchester Avenue, White Plains, New York 10605, and each such individual
identified below is a citizen of the United States. To the knowledge of the
Filing Persons, during the last five years, no such person has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors),
and no such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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 law
or finding any violation with respect to such laws.
GP Strategies Corporation
Directors:
No of Shares
of GSE
Beneficial
Name Occupation Held
---------------------- -------------------------------- -------------
Jerome I. Feldman Chairman of the Board and
Chief Executive Officer 87,000(1)
CUSIP 3622K106 Page 10 of 12
Scott N. Greenberg President and Chief
Financial Officer 35,000(2)
Harvey P. Eisen Chairman and Managing Member
Bedford Oak Management, LLC
(asset management company)
100 South Bedford Road
Mount Kisco, NY 10549 -0-
Marshall S. Geller Senior Managing Member
St. Cloud Capital Partners, L.P.
(Small Business Investment Company)
10866 Wilshire Blvd.
Los Angeles, CA 90024 -0-
Roald Hoffmann Professor of Chemistry
Cornell University
Department of Chemistry
Ithaca, NY 14853 -0-
Bernard M. Kauderer Retired Vice Admiral - U.S. Navy
7025 Ibis Place
Carlsbad, CA 92009 -0-
Mark A. Radzik Managing Director
Equity Group Investments, L.L.C.
(investment company)
Two North Riverside Plaza
Chicago, IL 60606 -0-
Ogden Reid Former U.S. Congressman
48 Mead Street
Waccabuc, NY 10597 -0-
Gordon Smale President
Atlantic Oil Corporation
(oil and gas producer)
1825 Lawrence Street
Denver, CO 80202 -0-
CUSIP 3622K106 Page 11 of 12
Officers:
Andrea D. Kantor Vice President and General Counsel
c/o GP Strategies Corporation
777 Westchester Avenue - Fourth Floor
White Plains, NY 10604 -0-
(1) Consists of options to purchase 87,000 shares of Common Stock issuable
upon exercise of currently exercisable stock options.
(2) Consists of options to purchase 35,000 shares of Common Stock issuable
upon exercise of currently exercisable stock options.
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, each of the undersigned hereby agrees that the joint filing on behalf
of each of them of a Statement on Schedule 13D, dated October 30, 2003
(including amendments thereto) with respect to the common stock, par value $.01
per share, of GSE Systems, Inc., may be filed by GP Strategies Corporation and
further agrees that this Joint Filing Agreement be included as an Exhibit to
such joint filing.
Dated: October 30, 2003
GP STRATEGIES CORPORATION
Scott N. Greenberg, President and
Chief Financial Officer
Jerome I. Feldman
Scott N. Greenberg