Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 OMB APPROVAL

 

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Sharp, Douglas E.

2. Date of Event
Requiring Statement
Month/Day/Year
9/3/02

4. Issuer Name and Ticker or Trading Symbol
GP Strategies Corporation (GPX)

(Last)      (First)     (Middle)

General Physics Corporation
6095 Marshalee Drive, Suite 300

3. I.R.S. Identification
Number of Reporting
Person, if an entity
(voluntary)

220-60-4409

5. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                          10% Owner
    Officer                        X Other
(give title below)              (specify below)

President of Issuer's wholly-owned subsidiary, General Physics Corporation

6. If Amendment,
Date of Original
(Month/Day/Year)
 

(Street)

Elkridge, MD 21075

7. Individual or Joint/Group Filing
(Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Beneficially Owned

1. Title of Security
(Instr. 4)

2. Amount of
Securities
Beneficially
Owned
(Instr. 4)

3. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 5)

4. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Common Stock

5,100

I

GP Retirement Savings Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
FORM 3 (continued)

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 4)

2. Date Exercisable
and Expiration Date
(Month/Day/ Year)

3. Title and Amount of Securities
Underlying Derivative Security
(Instr. 4)

4. Conversion or
Exercise Price of
Derivative Security

5. Ownership Form
of Derivative
Security:
Direct (D)
or Indirect (I)
(Instr. 5)

6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date
Exercisable

Expiration
Date

Title          

Amount or
Number of
Shares

Common Stock

7/1/97(1)

7/1/07

Common Stock

40,000

$7.75

D

 

Common Stock

1/12/98(1)

1/12/08

Common Stock

5,000

$10.41

D

 

Common Stock

2/10/99(2)

2/10/04

Common Stock

14,000

$14.625

D

 

Common Stock

7/8/99(2)

6/30/04

Common Stock

100,000

$8.00

D

 

Common Stock

2/24/00(2)

2/24/10

Common Stock

5,000

$5.185

D

 

Common Stock

2/1/02(3)

2/1/11

Common Stock

100

$4.61

D

 

Common Stock

2/7/02(3)

2/7/12

Common Stock

100

$3.60

D

 

Common Stock

6/25/02(2)

6/25/07

Common Stock

75,000

$4.40

D

 

Explanation of Responses:

(1) Originallly exercisable at the rate of 10% per annum, commencing on the date of grant
(2) Exercisable at the rate of 20% per annum, commencing on the date of grant
(3) Exercisable immediately
  By: /s/ Lydia M. DeSantis
             for Douglas E. Sharp
**Signature of Reporting Person		 April 25, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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                         POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints each of

Lydia M. DeSantis and Andrea D. Kantor, signing singly, the undersigned's true and lawful

attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an

President of GP Strategies Corporation's wholly-owned subsidiary, General Physics Corporation, Forms 3, 4, and 5

in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or

desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or

amendments thereto, and file such form with the United States Securities and Exchange Commission

and any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the foregoing which, in the

opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required

by, the undersigned, it being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain

such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform

any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of substitution or revocation, hereby

ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights

and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company

assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities

Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in

securities issued by the Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

this 25th day of April, 2003.





Signature:  /s/



Print Name: Douglas E. Sharp