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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 30, 2003
THE GSI GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
333-43089 37-0856587
(Commission File Number) (I.R.S. Employer Identification No.)
1004 E. ILLINOIS STREET, ASSUMPTION, ILLINOIS 62510
(Address of principal executive offices) (Zip Code)
(217)226-4421
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On September 19, 2003, The GSI Group, Inc. (the "Company") signed a
commitment letter with Congress Financial Corporation ("Congress") contemplating
Congress providing the Company with a three year credit facility of up to a
maximum amount of $75,000,000 subject to borrowing base availability (the
"Credit Facility") to replace the Company's existing senior credit facility,
which currently provides for maximum outstanding borrowings of $60,000,000. The
closing of the Credit Facility is expected to take place by the end of October
2003, subject to the completion of documentation and certain other conditions.
Revolving Loans and letters of credit under the Credit Facility are to be based
on a borrowing base which includes accounts receivable, inventory and fixed
assets, plus an option for a Tranche B Facility. A $12.3 million term loan
amortizing over three years is also included in the Credit Facility. The
borrowings bear interest at a floating rate per annum equal to (at the Company's
option) 2.5% to 3.0% over LIBOR or 0.0% to 0.50% over the Prime Rate, both based
on excess availability under the borrowing base. The Credit Facility will
require the Company to maintain a certain senior debt to EBITDA ratio and fixed
charge coverage ratio. Borrowings under the Credit Facility will be secured by
substantially all of the assets of the Company, including the capital stock of
any existing or future subsidiaries, except the Brazilian subsidiary.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
The GSI Group, Inc.
By: /s/ Russell C. Mello
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Chief Financial Officer,
Secretary and Treasurer (Authorized
Signatory and Principal Financial Officer)
DATE: SEPTEMBER 30, 2003
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