Form 8-K

 

 

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):

May 7, 2015

 

 

GSI GROUP INC.

(Exact name of registrant as specified in its charter)

 

 

 

New Brunswick, Canada   001-35083   98-0110412

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

125 Middlesex Turnpike

Bedford, Massachusetts

   01730
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (781) 266-5700

N/A

(Former name or former address, 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 7.01. Regulation FD Disclosure

As disclosed in the Current Report on Form 8-K of GSI Group Inc. (the “Company”) filed on April 20, 2015, the Company completed the sale of the JK Lasers business on April 15, 2015. The JK Lasers business divestiture does not qualify for discontinued operations accounting treatment.

The Company is providing supplementary information concerning the financial impact of the JK Lasers business divestiture in Exhibit 99.1 to this Current Report on Form 8-K, including organic revenue growth, Adjusted Revenue, Adjusted Gross Profit and Adjusted Gross Profit Margin, all non-GAAP financial measures, for each quarter of fiscal year 2014 and the first quarter of fiscal year 2015.

The information contained in this Current Report, including Exhibit 99.1, is furnished under this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing thereunder or any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

 

99.1 Reconciliation of GAAP to Non-GAAP Financial Measures.

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 hereunto duly authorized.

 

GSI Group Inc.

(Registrant)
Date: May 7, 2015 By:

/s/ Robert J. Buckley

Robert J. Buckley
Chief Financial Officer

INDEX TO EXHIBITS

 

Exhibit

No.

   

Description

99.1    Reconciliation of GAAP to Non-GAAP Financial Measures.