UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) January 21, 2005
Delaware
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(State or Other Jurisdiction of Incorporation)
1-7234 13-1926739
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(Commission File Number) IRS Employer Identification No.)
777 Westchester Avenue, White Plains, NY 10604
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(Address of Principal Executive Offices) (Zip Code)
(914) 249-9700
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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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 40.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 21, 2005, the Company entered into an amendment of the Employment Agreement, dated as of July 1, 1999, between the Company and Scott N. Greenberg, the Company's President and Chief Financial Officer and a member of the Company's Board of Directors, to provide that the Employment Agreement now terminates on June 30, 2008.
On January 21, 2005, the Company's wholly-owned subsidiary, General Physics Corporation, entered into an amendment of the Employment Agreement, dated as of July 1, 1999, between General Physics Corporation and Douglas E. Sharp, the President of General Physics Corporation, to provide that the Employment Agreement now terminates on June 30, 2008.
On January 21, 2005, the Company entered into an amendment of the Employment Agreement, dated as of May 1, 2001, between the Company and Andrea D. Kantor, the Vice President and General Counsel of the Company, to provide that the Employment Agreement now terminates on June 30, 2007.
A copy of the amendments to the above-referenced Employment Agreements are attached as Exhibits 10.1, 10.2 and 10.3 to this report.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) On January 21, 2005, Roald Hoffmann, Ph.D., Admiral Bernard Kauderer, Gordon Smale, and Mark Radzik resigned from the Company's Board of Directors.
(d) (1) On January 21, 2005, the Company appointed Richard C. Pfenniger, Matthew Zell, and Scott R. Peppet to the Company's Board of Directors to fill three of the vacancies resulting from the resignations described above. Mr. Peppet is the brother-in-law of Matthew Zell. The number of directors of the Company has been reduced from nine to eight to eliminate the fourth vacancy.
(2) Matthew Zell replaces Mark Radzik as the board designee of EGI-Fund
(02-04) Investors, L.L.C. pursuant to Section 5.3 of the Stock Purchase
Agreement, dated as of May 3, 2002, between the Company and EGI-Fund
(02-04) Investors, L.L.C. (the "Stock Purchase Agreement").
(3) Mr. Pfenniger, Mr. Zell and Mr. Peppet were named to the Company's Audit Committee. The Board of Directors has determined that Mr. Pfenniger is the Audit Committee financial expert. Mr. Peppet and Mr.
Zell were named to the Company's Nominating/Corporate Governance Committee. Mr. Zell was named to the Company's Compensation Committee.
A copy of the press release issued by the Company on January 24, 2005 announcing changes to its Board of Directors is attached as Exhibit 99.1 to this report. The Stock Purchase Agreement, previously filed, is incorporated herein by reference as Exhibit 10.4 to this report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. Description
10.1 Amendment, dated January 21, 2005, to Employment Agreement, dated as of July 1, 1999, between the Company and Scott N. Greenberg.
10.2 Amendment, dated January 21, 2005, to Employment Agreement, dated as of July 1, 1999, between General Physics Corporation and Douglas E. Sharp.
10.3 Amendment, dated January 21, 2005, to Employment Agreement, dated as of May 1, 2001, between the Company and Andrea D. Kantor.
10.4 Stock Purchase Agreement, dated as of May 3, 2002, by and between the Registrant and EGI-Fund(02)04 Investors, L.L.C. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the second quarter ended March 31, 2002.
99.1 Press Release, dated January 24, 2005, announcing changes to the Board of Directors of the Company.
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.
GP Strategies Corporation
Date: January 25, 2005 Scott N. Greenberg, President and Chief Financial Officer
Amendment
To the
Employment Agreement
This Amendment, dated as of January 21, 2005, to the Employment Agreement, dated as of July 1, 1999 (the "Employment Agreement") between GP Strategies Corporation, a Delaware corporation with principal executive offices at 777 Westchester Avenue, White Plains, NY 10604 (the "Company"), and Scott N. Greenberg residing at 2 Eli Circle, Morganville, New Jersey 07751 ( "Employee").
WHEREAS, the Company and Employee wish to amend the Employment Agreement to modify the term of the Employment Agreement.
NOW, THEREFORE, intending to be legally bound, and for and in consideration of the mutual covenants set forth herein, the parties hereto agree to amend the Employment Agreement as follows:
1. Section 3 of the Employment Agreement is hereby amended by replacing
Section 3 with the following new paragraph:
"Unless sooner terminated in accordance with the provisions of this Agreement, the term of employment of Employee by the Company pursuant to this Agreement shall be for the period (the "Employment Period") commencing on the date hereof and ending on June 30, 2008."
2. Except as otherwise amended hereby, the Employment Agreement shall remain unamended and in full force and effect.
GP STRATEGIES CORPORATION
By: _____________________
Jerome I. Feldman
Chief Executive Officer
Scott N. Greenberg
Employee
Amendment
To the
Employment Agreement
This Amendment, dated as of January 21, 2005, to the Employment Agreement, dated as of July 1, 1999 (the Employment Agreement") between General Physics Corporation, a Delaware corporation, with principal executive offices at 6095 Marshalee Drive, Elkridge, MD 21075 (the "Company"), and Douglas E. Sharp residing at 6578 River Run, Columbia, Maryland 21044 ("Employee").
WHEREAS, the Company and Employee wish to amend the Employment Agreement to modify the term of the Employment Agreement.
NOW, THEREFORE, intending to be legally bound, and for and in consideration of the mutual covenants set forth herein, the parties hereto agree to amend the Employment Agreement as follows:
1. Section 3 of the Employment Agreement is hereby amended by replacing
Section 3 with the following new paragraph:
"Unless sooner terminated in accordance with the provisions of this Agreement, the term of employment of Employee by the Company pursuant to this Agreement shall be for the period (the "Employment Period") commencing on the date hereof and ending on June 30, 2008."
2. Except as otherwise amended hereby, the Employment Agreement shall remain unamended and in full force and effect.
GENERAL PHYSICS CORPORATION
By:______________________________
Scott N. Greenberg
Chief Executive Officer
Douglas E. Sharp
Employee
Amendment
To the
Employment Agreement
This Amendment, dated as of January 21, 2005, to the Employment Agreement, dated as of May 1, 2001 (the "Employment Agreement") between GP Strategies Corporation, a Delaware corporation with principal executive offices at 777 Westchester Avenue, White Plains, NY 10604 (the "Company"), and Andrea D. Kantor residing at 54 Riverside Drive, New York, New York 10024 ("Employee").
WHEREAS, the Company and Employee wish to amend the Employment Agreement to modify the term of the Employment Agreement.
NOW, THEREFORE, intending to be legally bound, and for and in consideration of the mutual covenants set forth herein, the parties hereto agree to amend the Employment Agreement as follows:
1. Section 3 of the Employment Agreement is hereby amended by replacing
Section 3 with the following new paragraph:
"Unless sooner terminated in accordance with the provisions of this Agreement, the term of employment of Employee by the Company pursuant to this Agreement shall be for the period (the "Employment Period") commencing on the date hereof and ending on June 30, 2007."
2. Except as otherwise amended hereby, the Employment Agreement shall remain unamended and in full force and effect.
GP STRATEGIES CORPORATION
Andrea D. Kantor Employee
Exhibit 99.1
News Release
Contacts: Jerome I. Feldman Scott N. Greenberg Chairman & CEO President (914) 249-9750 (914) 249-9729 |
GP STRATEGIES ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS
NEW YORK - January 24, 2005 -- GP Strategies Corporation (NYSE:GPX), a global provider of training, e-Learning solutions, management consulting, engineering, and simulation services, today announced the appointment of Richard Pfenniger, Matthew Zell, and Scott Peppet to the company's board of directors.
Scott Greenberg, President of GP Strategies, stated "Richard, Matthew and Scott bring a wealth of experience to the board of GP Strategies, and we look forward to their contribution. We stand to benefit from their extensive business backgrounds in the areas of education and finance."
Richard Pfenniger has been the Chairman of the Board of Directors since September 2002, and President and Chief Executive Officer since October 2003, of Continucare, a provider of primary care physician services. For six years until the company was acquired by Career Education Corporation in July 2003, Mr. Pfenniger served as the Chief Executive Officer and Vice Chairman of Whitman Education Group, Inc., a provider of career-oriented higher education. Mr. Pfenniger is currently a member of the Board of Directors of IVAX and serves on its Audit and Nominating Committees.
Matthew Zell has served as a Managing Director of Equity Group Investments, LLC ("EGI") since 2001. Prior to joining EGI, Mr. Zell served as the President of Prometheus Technologies, Inc. and its predecessor, an information technology consulting firm. Mr. Zell is a director of Anixter International, Inc. and Desarroladora Homex S.A. Mr. Zell replaces Mark Radzik as the board designee for EGI-Fund (02-04) Investors , L.L.C.
Scott Peppet is an Associate Professor of Law at the University of Colorado School of Law. He brings extensive experience in the areas of legal and corporate ethics and dispute resolution. In addition, Mr. Peppet has run an active corporate education business for ten years focused on alliance management and negotiation training. Mr. Peppet is the brother-in-law of Matthew Zell.
Roald Hoffmann, Ph.D., Admiral Bernard Kauderer, Gordon Smale, and Mark Radzik have resigned from the board. The number of directors of the company has been reduced from nine to eight, and the three new directors have been appointed to fill the three vacancies resulting from such resignations. The company believes the board's composition and structure will further support the company's renewed focus on its training and education business following the company's recent spin-off of National Patent Development Corporation.
"I want to thank Roald, Bernard, Gordon and Mark for their many years of service to the company," added Jerome Feldman. "These individuals have provided the company with valuable experience and support."
GP Strategies, whose principal operating subsidiaries are General Physics Corporation and GSE Systems Inc., is a NYSE listed company (GPX). General Physics and GSE Systems are global providers of training, e-Learning solutions, management consulting, engineering and simulation services, improving the effectiveness of organizations by customizing solutions to meet the specific needs of clients. Clients include Fortune 500 companies, manufacturing, process and energy industries, and other commercial and government customers. Additional information about GP Strategies may be found at www.gpstrategies.com and about General Physics at www.gpworldwide.com.
The forward-looking statements contained herein reflect GP Strategies' management's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of GP Strategies, including, but not limited to the risks and uncertainties detailed in GP Strategies' periodic reports and registration statements filed with the Securities and Exchange Commission.
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