SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A*
(Amendment No. 1)
GSI GROUP INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities))
36229U102
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(CUSIP NUMBER)
John Oliva
Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
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(Name, address and telephone number of person
authorized to receive notices and communications)
November 19, 2009
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(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 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.
(Continued on following pages)
(Page 1 of 7 Pages)
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(1)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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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 No. 36229U102 13D/A Page 1 of 7
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(1) NAME OF REPORTING PERSONS
Highbridge Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,325,136 shares of Common Stock
OWNED BY ----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,325,136 shares of Common Stock
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,325,136 shares of Common Stock
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.8% (See Item 4)
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(14) TYPE OF REPORTING PERSON
OO
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CUSIP No. 36229U102 13D/A Page 2 of 7
(1) NAME OF REPORTING PERSONS
Highbridge International LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,325,136 shares of Common Stock
OWNED BY ----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,325,136 shares of Common Stock
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,325,136 shares of Common Stock
-------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.8% (See Item 4)
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(14) TYPE OF REPORTING PERSON
OO
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CUSIP No. 36229U102 13D/A Page 3 of 7
(1) NAME OF REPORTING PERSONS
Glenn Dubin
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
-------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,325,136 shares of Common Stock
OWNED BY ----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,325,136 shares of Common Stock
-------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,325,136 shares of Common Stock
-------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.8% (See Item 4)
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(14) TYPE OF REPORTING PERSON
IN
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CUSIP No. 36229U102 13D/A Page 4 of 7
Item 1. Security and Issuer.
This Amendment No. 1 (the "Amendment") amends the statement on Schedule 13D
filed on July 2, 2009 (the "Original Schedule 13D", as amended, the "Schedule
13D") with respect to the common stock, no par value (the "Common Stock"), of
GSI Group Inc., a company continued and existing under the laws of the Province
of New Brunswick, Canada (the "Company "). Capitalized terms used herein and not
otherwise defined in this Amendment have the meanings set forth in the Original
Schedule 13D. This Amendment amends Items 4, 6 and 7 as set forth below.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by the
addition of the following:
On November 19, 2009, Highbridge International LLC and certain of the other
Noteholders (the "Consenting Noteholders") entered into a Noteholder
Restructuring Plan Support Agreement (the "Plan Support Agreement") with the
Company, the Subsidiary and certain of their subsidiaries and affiliates
(together, the "Company Parties"), under which the parties thereto agreed to the
terms of a restructuring of the Notes pursuant to a chapter 11 plan of
reorganization, the terms of which are substantially similar to those set forth
in the Term Sheet. 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, the Noteholders party thereto
agreed, among other things subject to certain exceptions, (i) to vote all claims
or shares it holds or asserts against the Company Parties in favor of the Plan
(as defined in the Plan Support Agreement), (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.
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
Company Parties to take certain actions by specified milestone dates, (ii) at
the option of the Company 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 7 hereto (which incorporates by reference Exhibit
10.1 of the Current Report on Form 8-K filed by the Company 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 Company. This description of the Plan
CUSIP No. 36229U102 13D/A Page 5 of 7
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 Company on November 20, 2009.
In addition, the 10th paragraph of Item 4 of the Schedule 13D is hereby
amended to add the following:
The Reporting Persons and certain of the other Noteholders (the "Jointly
Represented Noteholders") have jointly retained counsel in connection with their
respective investments in the Notes to negotiate on behalf of the Jointly
Represented Noteholders in connection with the restructuring of the Notes. Each
Jointly Represented Noteholder will make an independent decision regarding any
proposal to or from the Company relating to its investment in the Notes.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of
the following:
As described in Item 4 above, on November 19, 2009, the Consenting Noteholders
entered into the Plan Support Agreement with the Company Parties, 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
7 hereto (which incorporates by reference Exhibit 10.1 of the Current Report on
Form 8-K filed by the Company on November 20, 2009) and is incorporated herein
by reference.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of
the following:
7. Noteholder Restructuring Plan Support Agreement, dated as of November 19,
2009, by and among the Consenting Noteholders and the Company Parties
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by the Company on November 20, 2009).
CUSIP No. 36229U102 13D/A Page 6 of 7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: November 20, 2009
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge Capital Management, LLC
its Trading Manager By: /s/ John Oliva
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Name: John Oliva
Title: Managing Director
By: /s/ John Oliva
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Name: John Oliva
Title: Managing Director
/s/ Glenn Dubin
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GLENN DUBIN