UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
GSI Group Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
36191C106
--------------------------------------------------------------------------------
(CUSIP Number)
Tennenbaum Capital Partners, LLC
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 23, 2010
------------------
(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 that 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.
--------------------
* 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).
(Continued on following pages)
(Page 1 of 7 Pages)
---------------------------- ----------------------------
CUSIP No. 36191C106 SCHEDULE 13D/A Page 2 of 7 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Tennenbaum Capital Partners, LLC (1)
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,021,508 shares
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 0
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,021,508 shares
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,021,508 shares
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.02% (2)
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA, OO
------------- -----------------------------------------------------------------
(1) Tennenbaum Capital Partners, LLC serves as investment advisor to, INTER
ALIA, Special Value Opportunities Fund, LLC, a Delaware limited liability
company ("SVOF"), Special Value Expansion Fund, LLC, a Delaware limited
liability company ("SVEF"), Special Value Continuation Partners, LP, a Delaware
limited partnership ("SVCP"), and Tennenbaum Opportunities Partners V, LP, a
Delaware limited partnership ("TOP V"), which are the registered holders of
shares of Common Stock of GSI Group Inc. beneficially owned by Tennenbaum
Capital Partners, LLC.
(2) Based on 100,002,179 shares of Common Stock of GSI Group Inc. outstanding as
set forth in the Issuer's Form 8-K (as defined below).
---------------------------- ----------------------------
CUSIP No. 36191C106 SCHEDULE 13D/A Page 3 of 7 Pages
---------------------------- ----------------------------
ITEM 1. SECURITY AND ISSUER
This Amendment No. 7 (the "Amendment") amends the statement on Schedule 13D
filed on July 2, 2009 (the "Original Sschedule 13D", as amended hereby and by
Amendment No. 1 filed on November 20, 2009, Amendment No. 2 filed on March 3,
2010, Amendment No. 3 filed on March 16, 2010 Amendment No. 4 filed on March 19,
2010, Amendment No. 5 filed on May 11, 2010 and Amendment No. 6 filed on May 18,
2010, the "Schedule D") with respect to the common stock, no par value (the
"Old Common Stock"), of GSI Group Inc., a company continued and existing under
the laws of the Province of New Brunswick, Canada (the "Issuer"). On the
Effective Date (as defined below), all outstanding shares of Old Common Stock
were cancelled and an equivalent number of new shares of common stock, no par
value (the "Common Stock"), were issued to the holders thereof. This Amendment
relates to the Common Stock. Capitalized terms used herein and not otherwise
defined in this Amendment have the meanings set forth in the Schedule 13D. This
Amendment amends Items 3, 4, 5, 6 and 7 as set forth below.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and restated as follows:
In connection with the bankruptcy of the Issuer Parties as described in the
Issuer's current report on Form 8-K filed on July 23, 2010 (the "Issuer's Form
8-K"), and pursuant to the Fourth Modified Plan of Reorganization under Chapter
11 of the Bankruptcy Code, as confirmed by the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court") on May 27, 2010 (the
"Plan"), as of July 23, 2010 (the "Effective Date"), the Reporting Person (or
its affiliates) (a) received 1,234,440 shares of Common Stock in exchange for
1,325,135 shares of Old Common Stock, (b) received 628,307 shares of Common
Stock in exchange for its pro rata share of $5,000,000 in principal amount of
Notes in connection with the Supplemental Equity Exchange (reflecting an
effective conversion price of $1.80 a share), (c) exchanged $5,135,135 in
principal amount of Notes for 2,852,853 shares of Common Stock at a price of
$1.80 per share pursuant to the Backstop Commitment, and (d) purchased 1,296,908
shares of Common Stock at a purchase price of $1.80 per share in the Rights
Offering (which purchase price was paid in cash).
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of
the following:
As previously disclosed, on November 20, 2009, the Issuer Parties filed
voluntary petitions in the Bankruptcy Court for relief under Chapter 11 of the
Bankruptcy Code. On May 24, 2010, the Issuer Parties filed with the Bankruptcy
Court the Fourth Modified Plan of Reorganization, as subsequently modified. On
May 27, 2010, the Bankruptcy Court entered an order confirming the Plan.
On the Effective Date, the Issuer Parties consummated their reorganization
through a series of transactions contemplated by the Plan and the Plan became
effective pursuant to its terms. Under the Plan, the Reporting Person (or its
affiliates) received (i) $24,296,000 in principal amount of New Senior Secured
Notes, (ii) its pro rata share of the Cash Payment, (iii) its pro rata share of
the cash proceeds from the Rights Offering, (iv) payment of all accrued but
unpaid interest due under its Notes through the Effective Date and (v) its pro
rata share of the Supplemental Equity Exchange. In addition, in connection with
the Backstop Commitment previously disclosed, the Reporting Person (or its
affiliates) exchanged $5,135,135 in principal amount of its Notes for 2,852,853
shares of Common Stock at a price of $1.80 per share. As a holder of Old Common
Stock immediately prior to the Effective Date, the Reporting Person (or its
affiliates) received 1,243,440 shares of Common Stock in exchange for its
1,325,135 shares of Old Common Stock, which amount of Common Stock represents
93.835% of the shares of Old Common Stock held by the Reporting Person (or its
affiliates) immediately prior to the Effective Date. Pursuant to the Plan, the
holders of Old Common Stock received a number of shares of Common Stock equal to
93.835% of the number of shares of Old Common Stock held by them immediately
preceding the Effective Date and the Issuer placed a number of shares of Common
Stock equal to 6.165% of the aggregate number of shares of Old Common Stock
outstanding immediately preceding the Effective Date (the "Reserve Shares") in
reserve subject to the resolution of a certain pending litigation against the
Issuer unrelated to the Chapter 11 cases of the Issuer Parties. The Reserve
Shares are being held in escrow and the escrow agent will vote all Reserve
Shares proportionally in the same manner as the Common Shares are voted.
---------------------------- ----------------------------
CUSIP No. 36191C106 SCHEDULE 13D/A Page 4 of 7 Pages
---------------------------- ----------------------------
On the Effective Date, the Reporting Person (or its affiliates) also
received its pro-rata portion of the backstop commitment fee previously
disclosed in the Schedule 13D for its commitment to backstop the Rights
Offering, which aggregate fee for all Consenting Noteholders was equal to 5% of
the backstop commitment amount.
The Reporting Person (or its affiliates) also participated in the Rights
Offering as a holder of Old Common Stock. In the Rights Offering, the Reporting
Person (or its affiliates) purchased 1,296,908 shares of Common Stock at a
purchase price of $1.80 per share (which purchase price was paid in cash).
The New Senior Secured Notes were issued pursuant to that certain Indenture
for the New Senior Secured Notes among the Subsidiary, as issuer, the Guarantors
listed on the signature pages thereto, including the Issuer, and The Bank of New
York Mellon Trust Company, N.A., a national banking association, as trustee
("Trustee") for the holders ("Holders") of the New Senior Secured Notes (the
"Indenture"). The Subsidiary, the Issuer and the other Guarantors, and the
Trustee (as collateral agent) also entered into a Security Agreement in
connection with the Indenture (the "Security Agreement"). Pursuant to the
Security Agreement, the Subsidiary, the Issuer and the other Guarantors, and the
Trustee (as collateral agent) entered into other security documents, including
certain mortgages and pledge agreements, to grant to the Trustee (as collateral
agent) for the benefit of the Holders a security interest in and general lien
upon substantially all assets and properties, real and personal, now owned or
after acquired by the Issuer and the Subsidiary, as applicable, as security for
all obligations, liabilities and indebtedness of the Subsidiary under the New
Senior Secured Notes. The Indenture and Security Agreement are included as
Exhibits 4.1 and 10.1 respectively to the Issuer's Form 8-K, and are
incorporated herein by reference.
The Plan provided, among other things, that, as of the Effective Date, the
board of directors of the Issuer is set at seven members. The Plan provided that
two members would be selected by the Required Noteholders, two members would be
selected by the Equity Committee, one member would be selected by mutual
agreement of the Required Noteholders and the Equity Committee, one member would
be selected by the previous board of directors of the Issuer from the members of
the previous board of directors of the Issuer, and the Chief Restructuring
Officer of the Issuer would serve as a member of the board (collectively, the
"Initial Board Members"). Both the Plan and an amendment to the articles of
reorganization of the Issuer in effect as of the Effective Date provide that the
Initial Board Members may not be removed during the period of one year from the
Effective Date without (i) the approval of the person or persons by whom they
were selected, or (ii) the approval of the New Brunswick Court of Queen's Bench
based upon a finding of cause.
As previously disclosed, the Plan provides that three holders of the
largest principal amount of Notes, which includes the Reporting Person (or its
affiliates) may opt to have board observer rights subject to reasonable
restrictions.
Pursuant to the Plan, on the Effective Date, the Issuer entered into a
registration rights agreement (the "Registration Rights Agreement") with each
Consenting Noteholder, including the Reporting Person (or its affiliates).
Pursuant to the Registration Rights Agreement, the Issuer agreed to register the
resale of the shares of Common Stock issued to such holders in accordance with
the requirements of the Securities Exchange Act of 1933, as amended (the
"Securities Act"). The Registration Rights Agreement provides that, at any time
from and after the Effective Date, holders party thereto collectively owning at
least 30% of the Registrable Securities (as defined in the Registration Rights
Agreement) have the right to require the Issuer to effect certain underwritten
registered offerings of such holders' Common Stock issued pursuant to the Plan
(including, without limitation, those shares of
---------------------------- ----------------------------
CUSIP No. 36191C106 SCHEDULE 13D/A Page 5 of 7 Pages
---------------------------- ----------------------------
Common Stock issued pursuant to the Backstop Commitment), on the terms and
conditions set forth in the Registration Rights Agreement. Holders of the Common
Stock entitled to demand such registrations are entitled to request an aggregate
of two (2) underwritten offerings (which, individually, must include an amount
of Common Stock to be registered and/or sold by such holders in excess of $5
million). In addition, holders party to the Registration Rights Agreement are
entitled to request an unlimited number of piggyback registrations. The above
summary of the material terms of the Registration Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to the text
of the Registration Rights Agreement, a copy of which is included as Exhibit 4.2
to the Issuer's Form 8-K, and is incorporated by reference herein.
As a result of the consummation of the Restructuring under the Plan on the
Effective Date, there is no longer any argument that the Reporting Person (or
its affiliates) may be deemed to be members of a "group" for purposes of Section
13(d) of the Securities Exchange Act of 1934 with any of the other Jointly
Represented Noteholders. The Reporting Person expressly disaffirms membership in
any group with the other Jointly Represented Noteholders with regard to the
Common Stock at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) The shares of Common Stock identified pursuant to Item 1 constitute
approximately 6.02% of the outstanding shares of Common Stock, based on
100,002,179 shares of Common Stock outstanding as set forth by the Issuer in the
Issuer's Form 8-K. The Reporting Person has sole voting and dispositive power
over the shares of Common Stock.
The Reporting Person hereby expressly disclaims (i) the existence of, and
any membership in, any group for purposes of Section 13(d) of the Act with any
other Jointly Represented Noteholder and (ii) any beneficial ownership of
securities held by any person or entity (including any other Noteholder) other
than the shares of Common Stock beneficially owned by the Reporting Person.
(c) Other than as set forth in Items 3 and 4, there have been no purchases
or sales of the shares of Common Stock during the past 60 days.
(d)-(e) Not applicable.
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, the New Senior Secured Notes were issued
pursuant to the Indenture and are secured pursuant to the terms of the Security
Agreement, copies of which are referenced as Exhibits 11 and 12, respectively,
(which incorporate by reference Exhibits 4.1 and 10.1, respectively, of the
Issuer's Form 8-K) and are incorporated herein by reference.
As described in Item 4 above, on the Effective Date, the Consenting
Noteholders entered into the Registration Rights Agreement with the Issuer,
under which the Consenting Noteholders were granted registration rights with
respect to the shares of Common Stock issued to them under the Plan, a copy of
which is referenced as Exhibit 13 hereto (which incorporates by reference
Exhibit 4.2 of the Issuer's Form 8-K) and is incorporated herein by reference.
---------------------------- ----------------------------
CUSIP No. 36191C106 SCHEDULE 13D/A Page 6 of 7 Pages
---------------------------- ----------------------------
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of
the following:
11. Indenture, dated as of July 23, 2010, by and among the Subsidiary, the
Guarantors listed on the signature pages thereto, including the Issuer, and the
Trustee (incorporated by reference to Exhibit 4.1 of the Issuer's Form 8-K).
12. Security Agreement, dated as of July 23, 2010, by and among the Subsidiary,
the Guarantors listed on the signature pages thereto (including the Issuer) and
the Trustee, as collateral agent, incorporated by reference to Exhibit 10.1 of
the Issuer's Form 8-K).
13. Registration Rights Agreement, dated as of July 23, 2010, by and among the
Issuer and the Consenting Noteholders (incorporated by reference to Exhibit 4.2
of the Issuer's Form 8-K).
---------------------------- ----------------------------
CUSIP No. 36191C106 SCHEDULE 13D/A Page 7 of 7 Pages
---------------------------- ----------------------------
Signature
After reasonable inquiry and to the best of such Reporting Person's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: July 26, 2010
TENNENBAUM CAPITAL PARTNERS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ Elizabeth Greenwood
------------------------
Name: Elizabeth Greenwood
Title: General Counsel & Chief Compliance Officer