GSI GROUP INC (Form: 10-Q, Received: 11/07/2012 08:31:36)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-35083

GSI Group Inc.

(Exact name of registrant as specified in its charter)


New Brunswick, Canada		98-0110412
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

125 Middlesex Turnpike Bedford, Massachusetts, USA		01730
(Address of principal executive offices)		(Zip Code)

(781) 266-5700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No ¨

As of October 29, 2012, there were 33,711,064 of the Registrant’s common shares, no par value, issued and outstanding.

GSI GROUP INC.

TABLE OF CONTENTS


Item No.		Page No.

PART I — FINANCIAL INFORMATION			3

ITEM 1.	FINANCIAL STATEMENTS		3

	CONSOLIDATED BALANCE SHEETS (unaudited)		3

	CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)		4

	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)		5

	CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)		6

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)		7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		17

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		26

ITEM 4.	CONTROLS AND PROCEDURES		26

PART II — OTHER INFORMATION			27

ITEM 1.	LEGAL PROCEEDINGS		27

ITEM 1A.	RISK FACTORS		27

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		27

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		27

ITEM 4.	MINE SAFETY DISCLOSURES		27

ITEM 5.	OTHER INFORMATION		27

ITEM 6.	EXHIBITS		28

SIGNATURES			30

EXHIBIT INDEX			31

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements

GSI GROUP INC.

CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars or shares)

(Unaudited)


	September 28, 2012			December 31, 2011
ASSETS
Current Assets
Cash and cash equivalents	$	52,863		$	54,835
Accounts receivable, net of allowance of $348 and $337, respectively		48,421			38,847
Income taxes receivable		22,588			22,707
Inventories		53,431			51,539
Deferred tax assets		5,468			5,335
Prepaid expenses and other current assets		4,859			5,385
Assets of discontinued operations		27,396			35,663

Total current assets		215,026			214,311
Property, plant and equipment, net of accumulated depreciation		32,630			35,955
Deferred tax assets		1,613			814
Other assets		6,510			7,048
Intangible assets, net		41,470			45,797
Goodwill		44,578			44,578

Total assets	$	341,827		$	348,503

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	10,000		$	10,000
Accounts payable		19,630			12,532
Income taxes payable		2,214			1,835
Deferred revenue		895			852
Deferred tax liabilities		111			109
Accrued expenses and other current liabilities		19,309			18,927
Liabilities of discontinued operations		9,688			14,806

Total current liabilities		61,847			59,061
Long-term debt		37,500			58,000
Deferred tax liabilities		8,989			8,722
Income taxes payable		9,019			8,057
Other liabilities		5,381			5,303

Total liabilities		122,736			139,143

Commitments and Contingencies (Note 14)
Stockholders’ Equity:
Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 33,710 and 33,478, respectively		423,856			423,856
Additional paid-in capital		21,361			17,931
Accumulated deficit		(224,040	)		(227,760	)
Accumulated other comprehensive loss		(2,488	)		(5,024	)

Total GSI Group Inc. stockholders’ equity		218,689			209,003
Noncontrolling interest		402			357

Total stockholders’ equity		219,091			209,360

Total liabilities and stockholders’ equity	$	341,827		$	348,503

The accompanying notes are an integral part of these consolidated financial statements.

GSI GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars or shares, except per share amounts)

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Sales	$	69,520		$	78,704		$	205,085		$	238,816
Cost of goods sold		40,667			44,119			117,884			133,489

Gross profit		28,853			34,585			87,201			105,327

Operating expenses:
Research and development and engineering		5,545			6,183			16,933			17,942
Selling, general and administrative		16,125			16,627			49,174			52,037
Amortization of purchased intangible assets		663			874			1,988			2,853
Restructuring, restatement related costs and other		2,728			14			7,396			136
Post-emergence professional fees		—			63			—			296

Total operating expenses		25,061			23,761			75,491			73,264

Income from operations		3,792			10,824			11,710			32,063
Interest expense, net		(656	)		(3,254	)		(2,143	)		(10,303	)
Foreign exchange transaction gains (losses), net		(685	)		731			(957	)		(79	)
Other income (expense), net		167			(123	)		399			1,261

Income from continuing operations before income taxes		2,618			8,178			9,009			22,942
Income tax provision		563			851			1,410			3,870

Income from continuing operations		2,055			7,327			7,599			19,072
Income (loss) from discontinued operations, net of tax		(4,570	)		1,489			(3,834	)		6,081

Consolidated net income (loss)		(2,515	)		8,816			3,765			25,153
Less: Net (income) loss attributable to noncontrolling interest		(19	)		29			(45	)		(35	)

Net income (loss) attributable to GSI Group Inc.	$	(2,534	)	$	8,845		$	3,720		$	25,118


Earnings per common share from continuing operations:
Basic	$	0.06		$	0.22		$	0.23		$	0.57
Diluted	$	0.06		$	0.22		$	0.22		$	0.57
Earnings (Loss) per common share from discontinued operations:
Basic	$	(0.14	)	$	0.04		$	(0.11	)	$	0.18
Diluted	$	(0.14	)	$	0.04		$	(0.11	)	$	0.18
Earnings (Loss) per common share attributable to GSI Group Inc.:
Basic	$	(0.07	)	$	0.26		$	0.11		$	0.75
Diluted	$	(0.07	)	$	0.26		$	0.11		$	0.75

Weighted average common shares outstanding—basic		33,803			33,489			33,755			33,472
Weighted average common shares outstanding—diluted		33,912			33,588			33,914			33,572

The accompanying notes are an integral part of these consolidated financial statements.

GSI GROUP INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Consolidated net income (loss)	$	(2,515	)	$	8,816		$	3,765		$	25,153
Other comprehensive income (loss):
Foreign currency translation adjustments		2,070			(1,661	)		1,924			1,348
Pension liability adjustments, net of tax ⁽¹⁾		120			76			612			227

Total other comprehensive income (loss)		2,190			(1,585	)		2,536			1,575

Total consolidated comprehensive income (loss)		(325	)		7,231			6,301			26,728
Less: Comprehensive (income) loss attributable to noncontrolling interest		(19	)		29			(45	)		(35	)

Comprehensive income (loss) attributable to GSI Group Inc.	$	(344	)	$	7,260		$	6,256		$	26,693

(1)	The tax effect on the component of comprehensive income is nominal for all periods presented.

The accompanying notes are an integral part of these consolidated financial statements.

GSI GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(Unaudited)


	Nine Months Ended
	September 28, 2012			September 30, 2011
Cash flows from operating activities:
Consolidated net income	$	3,765		$	25,153

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		10,429			11,463
Share-based compensation		3,479			2,518
Deferred income taxes		(657	)		59
Earnings from equity investment		(364	)		(1,302	)
Non-cash interest expense		796			540
Non-cash restructuring charges		3,599			48
Other non-cash items		91			685
Changes in operating assets and liabilities:
Accounts receivable		(5,766	)		(1,453	)
Inventories		(62	)		(4,021	)
Prepaid expenses, income taxes receivable and other current assets		1,935			5,958
Deferred revenue		(2,975	)		(11,055	)
Accounts payable, accrued expenses and income taxes payable		6,183			4,017
Other non-current assets and liabilities		1,046			(1,888	)

Cash provided by operating activities		21,499			30,722

Cash flows from investing activities:
Purchases of property, plant and equipment		(3,734	)		(2,607	)
Proceeds from the sale of property, plant and equipment		283			—

Cash used in investing activities		(3,451	)		(2,607	)

Cash flows from financing activities:
Payments for debt issuance cost		(92	)		—
Payments of withholding taxes from stock-based awards		(100	)		—
Capital lease payments		(596	)		—
Repayments of long-term debt		(7,500	)		(35,000	)
Repayments of borrowings under the revolving credit facility		(13,000	)		—

Cash used in financing activities		(21,288	)		(35,000	)
Effect of exchange rates on cash and cash equivalents		1,268			759

Decrease in cash and cash equivalents		(1,972	)		(6,126	)
Cash and cash equivalents, beginning of period		54,835			56,781

Cash and cash equivalents, end of period	$	52,863		$	50,655

Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,441		$	9,940
Cash paid for income taxes		686			1,581
Income tax refunds received		222			14
Supplemental disclosure of non cash investing and financing activity:
Issuance of PIK notes		—			532

The accompanying notes are an integral part of these consolidated financial statements.

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 28, 2012

(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies

GSI Group Inc. and its subsidiaries (collectively referred to as the “Company”) design, develop, manufacture and sell laser-based solutions, optical control devices, and associated precision technologies. Our technology is incorporated into customer products or manufacturing processes for a wide range of applications in a variety of markets, including: electronics, industrial, medical, and scientific. Our products enable customers to make advances in materials and processing technology and to meet extremely precise manufacturing specifications.

The accompanying unaudited consolidated financial statements have been prepared in U.S. dollars and in accordance with U.S. generally accepted accounting principles, applied on a consistent basis. The accounting policies underlying these unaudited consolidated financial statements are those set forth in Note 3 to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. Those policies are not presented herein, except to the extent that new policies have been adopted, or there is material current period activity or changes to our policies. As discussed in Note 2, the Company classified the Semiconductor Systems and Laser Systems businesses as held for sale beginning in the second quarter of 2012. As a result, certain prior period information included in the consolidated statements has been reclassified to conform to the current period presentation.

The interim consolidated financial statements include the accounts of the Company and its 50% owned joint venture, Excel Laser Technology Private Limited (“Excel SouthAsia JV”). Intercompany transactions and balances have been eliminated.

The Company’s unaudited interim financial statements are prepared on a quarterly basis ending on the Friday closest to the end of the calendar quarter, with the exception of the fourth quarter which always ends on December 31.

The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements and notes included in this report should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

In the opinion of management, these interim consolidated financial statements include all significant adjustments and accruals necessary for a fair presentation of the results of the interim periods presented. The results for interim periods are not necessarily indicative of results to be expected for the year or for any future periods.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of sales and expenses during the reporting periods. The Company evaluates its estimates based on historical experience, current conditions and various other assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are reviewed on an on-going basis and the effects of revisions are reflected in the period in which they are deemed to be necessary. Actual results could differ significantly from those estimates.

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2011-08, “Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment” (ASU 2011-08), to allow entities to use a qualitative approach to test goodwill for impairment. ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. ASU 2011-08 became effective for the Company in the second quarter of 2012. The adoption of ASU 2011-08 did not have an impact on the Company’s consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment”. Similar to goodwill impairment testing guidance under ASU 2011-08, the revised standard allows entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU 2012-02 permits entities to perform a qualitative assessment by considering events and circumstances which would impact the fair value of the entity’s indefinite-lived intangible assets to determine whether it is more likely than not that the fair value of the entity’s indefinite-lived intangible assets are impaired. If it is determined that this is the case, it is

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

AS OF SEPTEMBER 28, 2012

(Unaudited)

necessary to perform the currently prescribed two-step impairment test. Otherwise, the two-step impairment test is not required. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of this amendment will not have a material impact on the Company’s consolidated financial statements.

2. Discontinued Operations

Beginning in 2011, the Company initiated a strategic review of its businesses to focus its growth priorities and simplify the Company’s business model. In June 2012, the Company committed to a plan for the sale of the Semiconductor Systems operating segment, sold under the GSI brand name, and Laser Systems product lines, sold under the Control Laser and Baublys brand names. In October 2012, the Company sold certain assets and liabilities of the Laser Systems business for $7 million, subject to working capital adjustments. The Company expects to sell the Semiconductor Systems business by the end of the second quarter of 2013. The Company began accounting for these businesses as discontinued operations beginning in the second quarter of 2012. The Company includes all current and historical results of these businesses in income (loss) from discontinued operations, net of tax, in the accompanying consolidated statements of operations. The Company classified the assets and liabilities for these businesses for the current and prior period in the consolidated balance sheets as current assets and current liabilities, respectively. The Company’s consolidated statements of cash flows include the cash flows from both continuing and discontinued operations.

The major components of the assets and liabilities of discontinued operations as of September 28, 2012 and December 31, 2011 are as follows (in thousands):


	September 28, 2012		December 31, 2011
Accounts receivable, net	$	7,687	$	11,320
Inventories		12,103		14,271
Other assets		1,379		2,616
Property, plant and equipment		6,227		7,456

Assets of discontinued operations	$	27,396	$	35,663


Accounts payable, accrued expenses and other current liabilities	$	6,869	$	8,861
Deferred revenue		2,017		5,061
Other liabilities		802		884

Liabilities of discontinued operations	$	9,688	$	14,806

The following table presents the Semiconductor Systems and Laser Systems operating results which are reported as discontinued operations in the Company’s consolidated statement of operations and were historically included in the Semiconductor Systems and Laser Products segments, respectively (in thousands):


	Three Months Ended					Nine Months Ended
	September 28, 2012			September 30, 2011		September 28, 2012			September 30, 2011
Sales from discontinued operations	$	9,618		$	14,553	$	38,342		$	47,669
Income (loss) from discontinued operations before income taxes	$	(4,825	)	$	1,545	$	(3,973	)	$	6,223
Income (loss) from discontinued operations, net of tax	$	(4,570	)	$	1,489	$	(3,834	)	$	6,081

3. Bankruptcy Disclosures

On November 20, 2009, GSI Group Inc. and two of its United States subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). On May 27, 2010, the Bankruptcy Court entered an order confirming and approving the plan of reorganization (the “Final Chapter 11 Plan”). The transactions contemplated under the Final Chapter 11 Plan were consummated on July 23, 2010. The Chapter 11 Cases were closed on September 2, 2011, and the Company no longer has any legal or material financial constraint relating to those cases.

Post-Emergence Professional Fees

Post-emergence professional fees represent costs incurred subsequent to bankruptcy emergence for financial and legal advisors to assist with matters in finalizing the bankruptcy process, including bankruptcy claim matters. Post-emergence professional fees totaled $0.1 million and $0.3 million during the three and nine months ended September 30, 2011 with no comparable amounts during the three and nine months ended September 28, 2012.

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

AS OF SEPTEMBER 28, 2012

(Unaudited)

4. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss is as follows (in thousands):


	Total accumulated other comprehensive loss			Foreign currency translation adjustments		Pension liability adjustments
Balance at December 31, 2011	$	(5,024	)	$	2,809	$	(7,833	)
Other comprehensive income		2,536			1,924		612

Balance at September 28, 2012	$	(2,488	)	$	4,733	$	(7,221	)

During the nine months ended September 28, 2012 and September 30, 2011, the Company reclassified $0.6 million and $0.2 million, respectively, of pension liability adjustments from accumulated other comprehensive loss into net income attributable to GSI Group Inc. The tax effects on the components of comprehensive income were nominal for all periods presented.

5. Earnings per Share

Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. For diluted earnings per common share, the denominator also includes the dilutive effect of outstanding restricted stock awards and restricted stock units determined using the treasury stock method. For periods in which net losses are generated the dilutive potential common shares are excluded from the calculation of diluted earnings per share as the effect would be anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):


	Three Months Ended					Nine Months Ended
	September 28, 2012			September 30, 2011		September 28, 2012			September 30, 2011
Numerators:
Income from continuing operations	$	2,055		$	7,327	$	7,599		$	19,072
Income (loss) from discontinued operations, net of tax		(4,570	)		1,489		(3,834	)		6,081
Less: Net (income) loss attributable to noncontrolling interest		(19	)		29		(45	)		(35	)

Net income (loss) attributable to GSI Group Inc.	$	(2,534	)	$	8,845	$	3,720		$	25,118


Denominators:
Weighted average common shares outstanding—basic		33,803			33,489		33,755			33,472
Dilutive potential common shares		109			99		159			100

Weighted average common shares outstanding—diluted		33,912			33,588		33,914			33,572

Antidilutive common shares excluded from above		424			183		141			118

Basic Earnings (Loss) per Common Share:
From continuing operations	$	0.06		$	0.22	$	0.23		$	0.57
From discontinued operations	$	(0.14	)	$	0.04	$	(0.11	)	$	0.18
Basic earnings (loss) per share attributable to GSI Group Inc.	$	(0.07	)	$	0.26	$	0.11		$	0.75

Diluted Earnings (Loss) per Common Share:
From continuing operations	$	0.06		$	0.22	$	0.22		$	0.57
From discontinued operations	$	(0.14	)	$	0.04	$	(0.11	)	$	0.18
Diluted earnings (loss) per share attributable to GSI Group Inc.	$	(0.07	)	$	0.26	$	0.11		$	0.75

6. Fair Value Measurements

Accounting Standards Codification (“ASC”) 820 establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the third is considered unobservable:

•

Level 1: Quoted prices for identical assets or liabilities in active markets which the Company can access.

•

Level 2: Observable inputs other than those described in Level 1.

•

Level 3: Unobservable inputs.

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

AS OF SEPTEMBER 28, 2012

(Unaudited)

The Company’s cash equivalents are investments in money market accounts, which represent the only asset the Company measures at fair value on a recurring basis. Cash equivalents of $6.9 million and $4.1 million as of September 28, 2012 and December 31, 2011, respectively, are classified as Level 1 in the fair value hierarchy because they are valued at quoted prices in active markets. The fair values of cash, accounts receivable, income taxes receivable, accounts payable, income taxes payable, and accrued expenses and other current liabilities approximate their carrying values because of their short-term nature. See Note 9 to Consolidated Financial Statements for discussion of the estimated fair value of the Company’s outstanding debt.

7. Goodwill and Intangible Assets

Goodwill

Goodwill is recorded when the consideration for a business combination exceeds the fair value of net tangible and identifiable intangible assets acquired. There were no changes in the carrying amount of goodwill during the three and nine months ended September 28, 2012. The Company performed its annual goodwill impairment test at the beginning of the second quarter and noted no impairment of goodwill.

Goodwill by reportable segment as of September 28, 2012 and December 31, 2011 is as follows (in thousands):


	Reportable Segment						Total
	Laser Products			Precision Motion and Technologies			Total
Goodwill	$	67,926		$	108,306		$	176,232
Accumulated impairment of goodwill		(54,099	)		(77,555	)		(131,654	)

Total	$	13,827		$	30,751		$	44,578

Intangible Assets

Intangible assets as of September 28, 2012 and December 31, 2011, respectively, are summarized as follows (in thousands):


	September 28, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Patents and acquired technologies	$	61,622	$	(50,067	)	$	11,555	$	61,279	$	(47,350	)	$	13,929
Customer relationships		33,230		(18,382	)		14,848		33,115		(16,514	)		16,601
Trademarks, trade names and other		5,770		(3,730	)		2,040		5,692		(3,452	)		2,240

Amortizable intangible assets		100,622		(72,179	)		28,443		100,086		(67,316	)		32,770

Non-amortizable intangible assets:
Trade names		13,027		—			13,027		13,027		—			13,027

Totals	$	113,649	$	(72,179	)	$	41,470	$	113,113	$	(67,316	)	$	45,797

All definite-lived intangible assets are amortized on a straight-line basis over their remaining useful life. Amortization expense was $1.5 million and $1.9 million for the three months ended September 28, 2012 and September 30, 2011, respectively, and $4.4 million and $5.8 million for the nine months ended September 28, 2012 and September 30, 2011, respectively.

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

AS OF SEPTEMBER 28, 2012

(Unaudited)

8. Supplementary Balance Sheet Information

The following tables provide the details of selected balance sheet items as of the periods indicated (in thousands):

Inventories


	September 28, 2012		December 31, 2011
Raw materials	$	32,150	$	30,406
Work-in-process		12,373		12,943
Finished goods		6,929		6,563
Demo and consigned inventory		1,979		1,627

Total inventories	$	53,431	$	51,539

Accrued Expenses and Other Current Liabilities


	September 28, 2012		December 31, 2011
Accrued compensation and benefits	$	6,095	$	7,512
Accrued warranty		2,852		3,035
Customer deposits		2,540		380
Other		7,822		8,000

Total	$	19,309	$	18,927

Accrued Warranty


	Nine Months Ended
	September 28, 2012			September 30, 2011
Balance at beginning of the period	$	3,035		$	3,174
Provision charged to cost of goods sold		1,958			1,787
Use of provision		(2,191	)		(1,927	)
Foreign currency exchange rate changes		50			15

Balance at end of period	$	2,852		$	3,049

9. Debt

Debt consisted of the following (in thousands):


	September 28, 2012		December 31, 2011
Senior Credit Facility – term loan	$	10,000	$	10,000

Total current portion of long-term debt	$	10,000	$	10,000


Senior Credit Facility – term loan	$	22,500	$	30,000
Senior Credit Facility – revolving credit facility		15,000		28,000

Total long-term debt	$	37,500	$	58,000



Total Senior Credit Facility	$	47,500	$	68,000

Senior Credit Facility

The Company’s senior secured credit agreement (the “Credit Agreement”) provides for a $40.0 million, 4-year, term loan facility due in quarterly installments of $2.5 million beginning in January 2012 and a $40.0 million, 4-year, revolving credit facility (collectively, the “Senior Credit Facility”) that matures in 2015. The Credit Agreement also provides for an additional uncommitted $25.0 million incremental facility, subject to the satisfaction of certain customary covenants.

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

AS OF SEPTEMBER 28, 2012

(Unaudited)

Fair Value of Debt

As of September 28, 2012 and December 31, 2011, the outstanding balance of the Company’s Senior Credit Facility approximated fair value based on current rates available to the Company for debt of the same maturity, and is classified as Level 2 within the fair value hierarchy.

10. Share-Based Compensation

The table below summarizes activities relating to restricted stock units issued and outstanding under the 2010 Incentive Award Plan during the nine months ended September 28, 2012:


	Restricted Stock Units (In thousands)			Weighted Average Grant Date Fair Value
Unvested at December 31, 2011		741		$	10.94
Granted		317			11.42
Vested		(162	)		11.54
Forfeited		(5	)		9.62

Unvested at September 28, 2012		891		$	11.01

Expected to vest as of September 28, 2012		880

The total fair value of restricted stock units that vested during the nine months ended September 28, 2012 was $1.9 million based on the market price of the underlying stock on the day of vesting.

The Company recognized share-based compensation expense, including expense associated with fully vested deferred stock units granted during the period, totaling $1.2 million and $0.8 million during the three months ended September 28, 2012 and September 30, 2011, respectively, and $3.5 million and $2.5 million during the nine months ended September 28, 2012 and September 30, 2011, respectively. Share-based compensation expense is primarily included in selling, general, and administrative expense in the Company’s consolidated statements of operations and as an increase to additional paid-in capital on the Company’s consolidated balance sheets. With the exception of the fully vested, non-forfeitable deferred stock units granted, the Company generally recognizes share-based compensation expense on a straight-line basis over the requisite service period, typically three years, net of estimated forfeitures. The forfeiture rate is determined based on anticipated forfeitures and actual experience.

11. Employee Benefit Plans

The net periodic pension cost for the U.K. defined benefit pension plan includes the following components (in thousands):


	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Components of the net periodic pension cost:
Interest cost	$	343		$	377		$	1,028		$	1,134
Expected return on plan assets		(315	)		(393	)		(943	)		(1,182	)
Amortization of actuarial loss		98			56			293			169

Net periodic pension cost	$	126		$	40		$	378		$	121

The net periodic pension cost for the Japan defined benefit pension plan for the three and nine months ended September 28, 2012 and September 30, 2011 was not material.

12. Income Taxes

At the end of each interim reporting period, the Company determines its estimated annual effective tax rate, which is revised, as required, at the end of each successive interim period based on facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income at the end of each interim period. The tax effect of significant unusual items is reflected in the period in which they occur. Since the Company is incorporated in Canada, it is required to use Canada’s statutory tax rate of 25.0% in the determination of the estimated annual effective tax rate. The Company’s reported effective tax rate on income from continuing operations of 21.5% and 15.7% for the three and nine months ended September 28, 2012, respectively, differs from the expected Canadian federal statutory rate of 25.0% primarily due to the release of a portion of the Company’s valuation allowance and income earned in jurisdictions with varying tax rates.

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

AS OF SEPTEMBER 28, 2012

(Unaudited)

The Company maintains a valuation allowance on its deferred tax assets in certain jurisdictions. A valuation allowance is required when, based upon an assessment of various factors, including recent operating loss history, anticipated future earnings, and prudent and reasonable tax planning strategies, it is more likely than not that some portion of the deferred tax assets will not be realized.

In conjunction with the Company’s ongoing review of its actual results and anticipated future earnings, the Company continuously reassesses the possibility of releasing the remaining valuation allowance currently in place on its deferred tax assets. It is reasonably possible that a significant portion of the valuation allowance will be released within the next twelve months. Such a release will be reported as a reduction to income tax expense without any impact on cash flows in the quarter in which it is released.

13. Restructuring, Restatement Related Costs and Other

The following table summarizes restructuring, restatement related costs and other expenses in the accompanying consolidated statements of operations (in thousands):


	Three Months Ended				Nine Months Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
2011 restructuring	$	974	$	—	$	5,626	$	—
2012 restructuring		1,711		—		1,711		—
Germany restructuring		43		14		59		74

Restructuring charges		2,728		14		7,396		74
Restatement related costs and other charges		—		—		—		62

Total restructuring, restatement related costs and other	$	2,728	$	14	$	7,396	$	136

2011 Restructuring

In November 2011, the Company announced a strategic initiative (“2011 restructuring”), which aims to consolidate operations to reduce our cost structure and improve operational efficiency. As part of this initiative, the Company expects to eliminate facilities in 2012 and 2013 through consolidation of certain manufacturing, sales and distribution facilities and exit of businesses. The following represents the expected, actual and remaining number of facilities (including facilities of discontinued operations) to be eliminated as part of the 2011 restructuring plan:

Expected

Actual

Remaining

September 28,
2012

Total facilities – 2011 restructuring

Expected and actual cash charges, including severance and relocation costs, facility closure costs and consulting costs and non-cash charges related to accelerated depreciation for changes in estimated useful lives of certain long-lived assets for which the Company intends to exit were as follows (in thousands):


	Three Months Ended		Nine Months Ended		Cumulative Costs for Plan		Expected Cumulative Costs
	September 28, 2012		September 28, 2012		September 28, 2012		September 28, 2012

Cash charges	$	974	$	3,735	$	4,797	$	5,500
Non-cash charges		—		1,891		2,796		3,000

Total restructuring costs	$	974	$	5,626	$	7,593	$	8,500

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

AS OF SEPTEMBER 28, 2012

(Unaudited)

The following summarizes restructuring costs for each segment and unallocated corporate costs related to the 2011 restructuring plan (in thousands):


	Three Months Ended		Nine Months Ended		Cumulative Costs for Plan
	September 28, 2012		September 28, 2012		September 28, 2012

Laser Products	$	371	$	4,335	$	5,978
Precision Motion and Technologies		452		652		864
Unallocated Restructuring Costs ⁽¹⁾		151		639		751

Total restructuring costs	$	974	$	5,626	$	7,593

(1)	Represents consulting and severance restructuring costs related to corporate and shared service functions.

2012 Restructuring

During the third quarter of 2012, we initiated a program to identify additional cost savings due to the continued uncertainty and volatility of the macroeconomic environment (“2012 restructuring”). We expect total cash costs expected to be incurred under the program to be approximately $2.0 million. We incurred $1.7 million of severance costs associated with the 2012 restructuring program during the three and nine months ended September 28, 2012.

The following summarizes the total costs associated with the 2012 restructuring program for each segment for the three and nine months ended September 28, 2012 (in thousands):


	Three and Nine Months Ended
	September 28, 2012

Laser Products	$	501
Precision Motion and Technologies		885
Unallocated Restructuring Costs		325

Total restructuring costs	$	1,711

Germany Restructuring

The Company records restructuring charges related to the Company’s Munich, Germany facility as a result of the restructuring program undertaken beginning in 2000 for the Precision Motion and Technologies segment. These charges primarily relate to the accretion of the restructuring liability and revised future lease payment assumptions. The following summarizes restructuring costs for the Precision Motion and Technologies segment related to the Germany restructuring (in thousands):


	Three Months Ended		Nine Months Ended		Cumulative Costs for Plan
	September 28, 2012		September 28, 2012		September 28, 2012

Precision Motion and Technologies	$	43	$	59	$	4,750

Rollforward of Accrued Expenses Related to Restructuring

The following table summarizes the accrual activities, by component, related to the Company’s restructuring charges recorded in the accompanying consolidated balance sheets (in thousands):


	Total			Severance			Facility			Accelerated Depreciation			Other
Balance at December 31, 2011	$	1,561		$	470		$	1,062		$	—		$	29
Restructuring charges		7,396			3,396			432			1,891			1,677
Cash payments		(4,153	)		(2,128	)		(840	)		—			(1,185	)
Non-cash write-offs or other adjustments		(2,110	)		(45	)		(175	)		(1,891	)		1

Balance at September 28, 2012	$	2,694		$	1,693		$	479		$	—		$	522

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

AS OF SEPTEMBER 28, 2012

(Unaudited)

14. Commitments and Contingencies

Operating Leases

The Company leases certain equipment and facilities under operating lease agreements. There have been no material changes to the Company’s operating leases or other commitments through September 28, 2012 from those discussed in Note 12 to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, other than the new seven-year lease agreement for the existing Bedford facility signed in May 2012. Under the terms of the new lease, the lease term is extended from May 2013 to May 2019. The Company will pay annual rent of $1.5 million through the end of the lease term.

Legal Proceedings

During the third quarter of 2005, the Company’s French subsidiary, GSI Lumonics SARL (“GSI France”), filed for bankruptcy protection, which was granted on July 7, 2005. On April 18, 2006, the commercial court of Le Creusot (France) ordered GSI France to pay approximately 0.7 million Euros to SCGI in the context of a claim filed by SCGI that a Laserdyne 890 system delivered in 1999 had unresolved technical problems. No appeal was lodged. On May 6, 2011, GSI Group Ltd. was served with summons from the official receiver of GSI France demanding that GSI Group Ltd. and the Company’s German subsidiary, GSI Group GmbH, appear before the Paris commercial court. GSI Group GmbH was subsequently served with a separate summons from the official receiver. The cases against GSI Group Ltd. and GSI Group GmbH were subsequently combined into a single case (docket number 2011/088718). The receiver claimed (i) that the bankruptcy proceedings initiated against GSI France in 2005 should be extended to GSI Group Ltd. and GSI Group GmbH on the ground that GSI France’s decisions were actually made by GSI Group Ltd. and that GSI Group GmbH made financial advances for no consideration, which would reveal in both cases confusion of personhood, or (ii) alternatively, that GSI Group Ltd. be ordered to pay approximately 3.1 million Euros (i.e. the aggregate of GSI France’s liabilities, consisting primarily of approximately 0.7 million Euros to SCGI and approximately 2.4 million Euros to GSI Group GmbH) on the ground that GSI Group Ltd. is liable in tort for having disposed of GSI France’s assets freely and for having paid all of GSI France’s debts except for the liability to SCGI. On June 19, 2012, the receiver withdrew its claim with respect to extending the bankruptcy proceedings to GSI Group Ltd. and GSI Group GmbH, and as a result only the tort claim remains pending before the court. The Company currently does not believe a loss is probable. Accordingly, no accrual has been made in the Company’s accompanying consolidated financial statements with respect to this claim.

The Company is also subject to various legal proceedings and claims that arise in the ordinary course of business. The Company does not believe that the outcome of these claims will have a material adverse effect upon its financial condition or results of operations but there can be no assurance that any such claims, or any similar claims, would not have a material adverse effect upon its financial condition or results of operations.

IRS Claim

On April 5, 2010, the IRS filed amended proofs of claim aggregating approximately $7.7 million with the Bankruptcy Court as part of the Company’s proceedings under Chapter 11 of the Bankruptcy Code. On July 13, 2010, the Company filed a complaint, GSI Group Corporation v. United States of America , in Bankruptcy Court in an attempt to recover refunds totaling approximately $18.8 million in federal income taxes the Company asserts it overpaid to the IRS relating to tax years 2000 through 2008, together with applicable interest. The complaint includes an objection to the IRS’ proofs of claim which the Company believes are not allowable claims and should be expunged in their entirety. Those tax proceedings remain pending, and their resolution in the ordinary course was not affected by the closing of the Chapter 11 Cases.

Guarantees and Indemnifications

In the normal course of its operations, the Company executes agreements that provide for indemnification and guarantees to counterparties in transactions such as business dispositions, sale of assets, sale of products and operating leases. Additionally, the by-laws of the Company require it to indemnify certain current or former directors, officers, and employees of the Company against expenses incurred by them in connection with each proceeding in which he or she is involved as a result of serving or having served in certain capacities. Indemnification is not available with respect to a proceeding as to which it has been adjudicated that the person did not act in good faith in the reasonable belief that the action was in the best interests of the Company. On June 5, 2009, the Board of Directors of the Company approved a form of indemnification agreement to be implemented by the Company with respect to its directors and officers. The form of indemnification agreement provides, among other things, that each director and officer of the Company who signs the indemnification agreement shall be indemnified to the fullest extent permitted by applicable law against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such officer or director in connection with any proceeding by reason of his or her relationship with the Company. In addition, the form of indemnification agreement provides for the advancement of expenses incurred by such director or officer in connection with any proceeding covered by the indemnification agreement, subject to the conditions set forth therein and to the extent such advancement is not prohibited by law. The indemnification agreement also sets out the procedures for determining entitlement to indemnification, the requirements relating to notice and defense of claims for which indemnification is sought, the procedures for enforcement of indemnification rights, the limitations on and exclusions from indemnification, and the minimum levels of directors’ and officers’ liability insurance to be maintained by the Company.

GSI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

AS OF SEPTEMBER 28, 2012

(Unaudited)

15. Segment Information

Reportable Segments

The Company evaluates the performance of, and allocates resources to, its segments based on sales and gross profit. The Company reports operating expenses and assets on a consolidated basis to the chief operating decision maker, which is the Chief Executive Officer. The Company’s reportable segments have been identified based on commonality of end markets, customers and technologies amongst the Company’s individual product lines, which is consistent with the Company’s operating structure and associated management structure.

The Company previously operated in three reportable segments: Laser Products, Precision Motion and Technologies and Semiconductor Systems. The Company committed to a plan for the sale of the Semiconductor Systems and Laser Systems businesses in the second quarter of 2012. As a result, these businesses have been reported as discontinued operations in the consolidated financial statements. Reportable segment financial information has been revised to exclude these businesses. The remaining reportable segments and their principal activities consist of the following:

Laser Products

The Laser Products segment designs, manufactures and markets photonics-based solutions to customers worldwide. The segment serves highly demanding photonics-based applications such as cutting, welding, marking and scientific research. The segment sells these products both directly utilizing a highly technical sales force and indirectly through resellers and distributors.

Precision Motion and Technologies

The Precision Motion and Technologies segment designs, manufactures and markets air bearing spindles, encoders, thermal printers, laser scanning devices, and light and color measurement systems to customers worldwide. The vast majority of the segment’s product offerings in precision motion and optical control technologies are sold to original equipment manufacturers (“OEM’s”). The segment sells these products both directly utilizing a highly technical sales force and indirectly through resellers and distributors.

Reportable Segment Financial Information

The following represents sales and gross margin of the Company’s reportable segments (in thousands):


	Three Months Ended				Nine Months Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Sales
Laser Products	$	28,336	$	29,763	$	80,350	$	86,609
Precision Motion and Technologies		41,184		48,941		124,735		152,207

Total	$	69,520	$	78,704	$	205,085	$	238,816


	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Gross Profit
Laser Products	$	9,489		$	11,719		$	27,365		$	34,204
Precision Motion and Technologies		19,660			23,374			60,549			72,599
Corporate ⁽¹⁾		(296	)		(508	)		(713	)		(1,476	)

Total	$	28,853		$	34,585		$	87,201		$	105,327

⁽¹⁾	Corporate costs primarily represent unallocated overhead related to discontinued operations.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Consolidated Financial Statements and Notes included in Item 1 of this Quarterly Report on Form 10-Q. The MD&A contains certain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. These forward-looking statements include, but are not limited to, anticipated financial performance; expected liquidity and capitalization; expectations regarding our restructuring plans; drivers of revenue growth; management’s plans and objectives for future operations, expenditures and product development and investments in research and development; business prospects; potential of future product releases; anticipated sales performance; industry trends; market conditions; changes in accounting principles and changes in actual or assumed tax liabilities; expectations regarding tax exposure; anticipated reinvestment of future earnings; anticipated expenditures in regard to the Company’s benefit plans; future acquisitions and dispositions and anticipated benefits from prior acquisitions; anticipated outcomes of legal proceedings and litigation matters; and anticipated use of currency hedges. These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, but not limited to, the following: economic and political conditions and the effects of these conditions on our customers’ businesses and level of business activity; our significant dependence upon our customers’ capital expenditures, which are subject to cyclical market fluctuations; our dependence upon our ability to respond to fluctuations in product demand; our ability to continually innovate; delays in our delivery of new products; our reliance upon third party distribution channels subject to credit, business concentration and business failure risks beyond our control; fluctuations in our quarterly results, and our failure to meet or exceed the expectations of securities analysts or investors; customer order timing and other similar factors beyond our control; changes in interest rates, credit ratings or foreign currency exchange rates; risk associated with our operations in foreign countries; our increased use of outsourcing in foreign countries; our failure to comply with local import and export regulations in the jurisdictions in which we operate; our history of operating losses and our ability to sustain our profitability; our exposure to the credit risk of some of our customers and in weakened markets; violations of our intellectual property rights and our ability to protect our intellectual property against infringement by third parties; risk of losing our competitive advantage; our ability to make acquisitions or divestitures that provide business benefits; our failure to successfully integrate future acquisitions into our business; our ability to retain key personnel; our restructuring and realignment activities and disruptions to our operations as a result of consolidation of our operations; product defects or problems integrating our products with other vendors’ products; disruptions in the supply of or defects in raw materials, certain key components or other goods from our suppliers; production difficulties and product delivery delays or disruptions; changes in governmental regulation of our business or products; disruption in our information technology systems or our failure to implement new systems and software successfully; our failure to realize the full value of our intangible assets; any requirement to make additional tax payments and/or recalculate certain of our tax attributes depending on the resolution of the complaint we filed against the U.S. government; our ability to utilize our net operating loss carryforwards and other tax attributes; fluctuations in our effective tax rates and audit of our estimates of tax liabilities; being subject to U.S. federal income taxation even though we are a non-U.S. corporation; being subject to the Alternative Minimum Tax for U.S. federal income tax purposes; any need for additional capital to adequately respond to business challenges or opportunities and repay or refinance our existing indebtedness, which may not be available on acceptable terms or at all; volatility in the market for our common shares; our dependence on significant cash flow to service our indebtedness and fund our operations; our ability to access cash and other assets of our subsidiaries; the influence over our business of several significant shareholders; provisions of our articles of incorporation may delay or prevent a change in control; our significant existing indebtedness and restrictions in our new senior secured credit agreement that may limit our ability to engage in certain activities; our intention not to pay dividends in the near future; and our failure to maintain appropriate internal controls in the future. Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect the Company’s operating results and financial condition are discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and elsewhere in such Annual Report on Form 10-K. In this Quarterly Report on Form 10-Q, the words “anticipates”, “believes”, “expects”, “intends”, “future”, “could”, “estimates”, “plans”, “would”, “should”, “potential”, “continues”, and similar words or expressions (as well as other words or expressions referencing future events, conditions or circumstances) identify forward-looking statements. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Management and the Company disclaim any obligation to publicly update or revise any such statement to reflect any change in its expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.

Accounting Period

GSI Group Inc. and its subsidiaries (collectively referred to as the “Company”, “we”, “us”, “our”) interim financial statements are prepared on a quarterly basis ending on the Friday closest to the end of the calendar quarter, with the exception of the fourth quarter which always ends on December 31.

Business Overview

We design, develop, manufacture and sell laser-based solutions, optical control devices, and associated precision technologies. Our technology is incorporated into customer products or manufacturing processes for a wide range of applications in a variety of markets, including: electronics, industrial, medical, and scientific. Our products enable customers to make advances in materials and processing technology and to meet extremely precise manufacturing specifications.

Our Laser Products segment designs, manufactures and markets photonics-based solutions to customers worldwide. The segment serves highly demanding photonics-based applications such as cutting, welding, marking and scientific research. The segment sells these products both directly utilizing a highly technical sales force and indirectly through resellers and distributors.

Our Precision Motion and Technologies segment designs, manufactures and markets precision motion and optical control technologies, consisting of air bearing spindles, encoders, thermal printers, laser scanning devices, and light and color measurement systems to customers worldwide. The vast majority of the segment’s product offerings are sold to original equipment manufacturers (“OEM’s”). The segment sells these products both directly utilizing a highly technical sales force and indirectly through resellers and distributors.

Strategy

Our strategy is to drive sustainable, profitable growth through short-term and long-term initiatives, including:

•

strengthening our strategic position in scanning solutions, fiber lasers, and medical components through continual investment in differentiated new products and solutions;

•

expanding our market access and reach, particularly in higher growth, emerging regions, through investment in internal sales channels as well as external channel partners;

•

broadening our product and service offerings through the acquisition of innovative and complementary technologies and solutions;

•

streamlining our existing operations through site consolidations and strategic divestitures and expanding our business through strategic acquisitions; and

•

expanding operating margins by establishing a continuous improvement culture through formalized productivity programs and initiatives; and attracting, retaining, and developing talented and motivated employees.

Significant Events and Updates

Appointment and Departure of Executive Officers

In October 2012, Matthijs Glastra joined the Company as corporate officer and Group President of our Laser Products segment. Mr. Glastra brings significant experience in the opto-electronics space, most recently as Chief Executive Officer of Philips Entertainment Lighting and formerly as Chief Operating Officer of Phillips Lumileds. In September 2012, David Clarke, our former Vice President, Group President of Laser Products and President of Synrad, departed the organization after 18 years of service with the Company.

Discontinued Operations Update

Beginning in 2011, we initiated a strategic review of our businesses to focus our growth priorities and simplify our business model. In June 2012, we committed to a plan for the sale of the Semiconductor Systems operating segment, sold under the GSI brand name, and Laser Systems product lines, sold under the Control Laser and Baublys brand names, and began accounting for these businesses as discontinued operations in the second quarter of 2012. In October 2012, we sold certain assets and liabilities of the Lasers Systems business for $7 million, subject to working capital adjustments. We continue to make progress in the marketing of the Semiconductor Systems business and expect to sell this business by the end of the second quarter of 2013.

2011 Restructuring Plan Update

We have continued to make progress on our 2011 restructuring program that began in the fourth quarter of 2011, with a goal of eliminating up to twelve (12) facilities. These reductions are expected to be achieved through a combination of site consolidations and divestitures, with divestitures resulting in the elimination of up to six facilities. Five facilities have been eliminated as of September 28, 2012. During the third quarter of 2012, we completed the closure of our optics production facility in California, substantially completed the consolidation of our German operations, and began executing on the consolidation of our laser scanners business into our corporate headquarters located in Bedford, Massachusetts. We expect to substantially complete the consolidation and exit of up to seven additional facilities in 2012 and 2013.

We incurred $1.0 million and $5.6 million of charges during the three and nine months ended September 28, 2012, respectively, related to the 2011 restructuring plan. These consisted of cash charges of $1.0 million and $3.7 million during the three and nine months ended September 28, 2012, respectively, and non-cash charges of $0 million and $1.9 million during the three and nine months ended September 28, 2012, respectively, primarily related to accelerated depreciation resulting from changes in estimated useful lives of certain long-lived assets for which we intend to exit.

We expect to incur cash charges of up to $5.5 million related to the 2011 restructuring plan, of which $4.8 million had been recorded through September 28, 2012. Additionally, we expect to incur non-cash restructuring charges, related to accelerated depreciation, of up to $3.0 million, of which $2.8 million had been recorded through September 28, 2012.

2012 Restructuring Plan

During the third quarter of 2012, we initiated a program (the “2012 restructuring program”) to identify additional cost savings due to the continued uncertainty and volatility of the macroeconomic environment. This program aims to identify an additional $1.0 million to $2.0 million of annualized cost savings beyond the savings expected from the 2011 restructuring program. We incurred $1.7 million of severance costs associated with the 2012 restructuring program during the three months ended September 28, 2012, and we expect to incur a total of $2.0 million of cash charges related to the plan. We expect to substantially complete this program during the fourth quarter of 2012. The severance costs incurred include $0.5 million of severance for David Clarke, our former Vice President, Group President of Laser Products and President of Synrad.

Overview of Financial Results

Overall sales for the three months ended September 28, 2012 decreased $9.2 million, or 11.7%, compared to the prior year comparable period primarily as a result of a steep downturn in the capital equipment market, particularly in the microelectronics market. We currently expect this downturn to continue into 2013. To a lesser extent, the decrease was attributable to lower specialty laser sales, which serve scientific end markets. The year-over-year comparison is also affected by our adoption of Accounting Standards Update (“ASU”) 2009-13, “Revenue Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”), which amended the revenue recognition guidance for multi-element arrangements. Following our adoption of ASU 2009-13 as of the beginning of 2011, we did not defer any revenue on new multiple-element orders received from customers during the period but delivered over multiple periods. For orders that had been deferred under multi-element arrangements, delivered over multiple periods, entered into prior to the adoption of ASU 2009-13, we recognized $1.3 million of net revenue with net gross profit of $0.6 million in the three months ended September 30, 2011, with no comparable amount for the three months ended September 28, 2012.

Income from operations for the three months ended September 28, 2012 of $3.8 million decreased $7.0 million, or 65.0%, versus the prior year comparable period. This decrease was primarily attributable to a decrease in gross margin as a result of lower sales volume, product mix, and a $2.7 million charge in connection with our 2011 and 2012 restructuring programs, compared to a less than $0.1 million restructuring charge for the prior year comparable period. Partially offsetting the decrease in income from operations was lower spending on operating costs resulting from restructuring actions taken in the fourth quarter of 2011 and the first half of 2012.

Diluted earnings per share (“EPS”) from continuing operations of $0.06 in the three months ended September 28, 2012 decreased $0.16 from the prior year comparable period. The decrease was largely because of a drop in operating profit of $7.0 million, partially offset by a $2.6 million reduction in interest expense for the three months ended September 28, 2012 as a result of the reduction in our overall debt levels since we refinanced our debt during the second half of 2011.

Results of Operations for the Three and Nine Months Ended September 28, 2012 Compared with the Three and Nine Months Ended September 30, 2011

The following table sets forth our unaudited results of operations as a percentage of sales for the periods indicated:


	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		58.5			56.1			57.5			55.9

Gross profit		41.5			43.9			42.5			44.1

Operating expenses:
Research and development and engineering		8.0			7.8			8.2			7.5
Selling, general and administrative		23.2			21.1			24.0			21.8
Amortization of purchased intangible assets		0.9			1.1			1.0			1.2
Restructuring, restatement related costs and other		3.9			0.0			3.6			0.1
Post-emergence professional fees		0.0			0.1			0.0			0.1

Total operating expenses		36.0			30.1			36.8			30.7

Income from operations		5.5			13.8			5.7			13.4


Interest expense, net	(0.9	)	(4.1	)	(1.0	)	(4.3	)
Foreign exchange transaction gains (losses), net	(1.0	)	0.9		(0.5	)	0.0
Other income (expense), net	0.2		(0.2	)	0.2		0.5

Income from continuing operations before income taxes	3.8		10.4		4.4		9.6
Income tax provision	0.8		1.1		0.7		1.6

Income from continuing operations	3.0		9.3		3.7		8.0
Income (loss) from discontinued operations, net of tax	(6.6	)	1.9		(1.9	)	2.5

Consolidated net income (loss)	(3.6	)	11.2		1.8		10.5
Less: Net (income) loss attributable to noncontrolling interest	0.0		0.0		0.0		0.0

Net income (loss) attributable to GSI Group Inc.	(3.6	)%	11.2	%	1.8	%	10.5	%

Sales

The following table sets forth sales by segment for the periods noted (dollars in thousands):


	Three Months Ended
	September 28, 2012		September 30, 2011		Increase (Decrease)			Percentage Change
Laser Products	$	28,336	$	29,763	$	(1,427	)		(4.8	)%
Precision Motion and Technologies		41,184		48,941		(7,757	)		(15.8	)%

Total	$	69,520	$	78,704	$	(9,184	)		(11.7	)%


	Nine Months Ended
	September 28, 2012		September 30, 2011		Increase (Decrease)			Percentage Change
Laser Products	$	80,350	$	86,609	$	(6,259	)		(7.2	)%
Precision Motion and Technologies		124,735		152,207		(27,472	)		(18.0	)%

Total	$	205,085	$	238,816	$	(33,731	)		(14.1	)%

Laser Products

Laser Products segment sales for the three months ended September 28, 2012 decreased by $1.4 million, or 4.8%, primarily due to a decline in sales of our specialty lasers, sold into the scientific markets. This product line was negatively impacted by continued economic challenges and as a consequence of rationalizing certain specialty laser products. This decrease was partially offset by an increase in sales volume of our sealed Co2 lasers quarter over quarter and a significant increase in demand for our fiber lasers.

Laser Products segment sales for the nine months ended September 28, 2012 decreased by $6.3 million, or 7.2%, primarily due to a significant decline in sales of our specialty lasers as a result of economic challenges and a delay in government funding in the scientific market.

Precision Motion and Technologies

Precision Motion and Technologies segment sales for the three months ended September 28, 2012 decreased by $7.8 million, or 15.8%, primarily due to a significant decline in demand in the microelectronics market, principally related to mechanical drilling of printed circuit boards. The decline in demand in this market resulted in a decline of approximately 40% in sales of our Westwind spindles product line as compared to the prior year comparable period. In addition, we also experienced a decrease in sales volume in certain scanning technology components as a consequence of the downturn in the microelectronics market. The decrease in our Precision Motion and Technologies segment sales was also partially attributable to approximately $1.2 million of net revenue recognized in the three months ended September 30, 2011, with no comparable amount for the three months ended September 28, 2012, for orders that had been deferred under multiple-element arrangements, delivered over multiple periods, entered into prior to the adoption of ASU 2009-13.

Precision Motion and Technologies segment sales for the nine months ended September 28, 2012 decreased by $27.5 million, or 18.0%, primarily due to similar business dynamics that we experienced during the three months ended September 28, 2012. We recognized approximately $7.1 million of net revenue during the nine months ended September 30, 2011, with no comparable amount for the nine months ended September 28, 2012, for orders that had been deferred under multiple-element arrangements, delivered over multiple periods, entered into prior to the adoption of ASU 2009-13. Although overall sales of our Precision Motion and Technologies segment declined, we experienced stronger sales of our optical encoders due to an increase in sales volume associated with an upgrade program for a customer in the data storage industry and strong growth in our light and color measurement business.

Gross Profit

The following table sets forth the gross profit and gross profit margin for each of our reportable segments for the periods noted (dollars in thousands):


	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Gross profit:
Laser Products	$	9,489		$	11,719		$	27,365		$	34,204
Precision Motion and Technologies		19,660			23,374			60,549			72,599
Corporate		(296	)		(508	)		(713	)		(1,476	)

Total	$	28,853		$	34,585		$	87,201		$	105,327

Gross profit margin:
Laser Products		33.5	%		39.4	%		34.1	%		39.5	%
Precision Motion and Technologies		47.7	%		47.8	%		48.5	%		47.7	%

Total		41.5	%		43.9	%		42.5	%		44.1	%

Gross profit and gross profit margin can be influenced by a number of factors, including product mix, pricing, volume, manufacturing efficiencies and utilization, costs for raw materials and outsourced manufacturing, headcount, inventory and warranty expenses, and shipping and handling costs.

Laser Products

Laser Products segment gross profit for the three months ended September 28, 2012 decreased $2.2 million, or 19.0%, primarily due to the 4.8% decrease in sales. Laser Products segment gross profit margin was 33.5% for the three months ended September 28, 2012, compared with a gross profit margin of 39.4% for the prior year comparable period. The 5.9 percentage point decrease in gross profit margin was primarily due to a significant ramp-up in manufacturing costs for our fiber lasers product line to meet the demand expectations for this business over the next twelve months, higher sales of our lower margin fiber lasers and an increase in sales in Europe related to a high energy specialty laser project within the scientific market.

Laser Products segment gross profit for the nine months ended September 28, 2012 decreased by $6.8 million, or 20.0%. Laser Products segment gross profit margin was 34.1% during the nine months ended September 28, 2012, compared with a gross profit margin of 39.5% during the prior year comparable period. The decrease in gross profit and 5.4 percentage point decrease in gross profit margin was due to similar factors that affected our gross profit and gross profit margin during the three months ended September 28, 2012.

Precision Motion and Technologies

Precision Motion and Technologies segment gross profit for the three months ended September 28, 2012 decreased $3.7 million, or 15.9%, primarily due to a significant drop in sales in our Westwind Spindles product line, primarily due to a significant decline in demand in the microelectronics market. In addition, we recognized approximately $0.5 million of net gross profit during the three months ended September 30, 2011, with no comparable amount for the three months ended September 28, 2012, for orders that had been deferred under multiple-element arrangements, delivered over multiple periods, entered into prior to the adoption of ASU 2009-13. Precision Motion and Technologies segment gross profit margin remained flat quarter over quarter with gross profit margin of 47.7% during the three months ended September 28, 2012, compared with a gross profit margin of 47.8% during the prior year comparable period.

Precision Motion and Technologies segment gross profit for the nine months ended September 28, 2012 decreased by $12.1 million, or 16.6%, due to similar factors that affected our gross profit during the three months ended September 28, 2012 as well as approximately $3.0 million of net gross profit recognized during the nine months ended September 30, 2011, with no comparable amount for the nine months ended September 28, 2012, for orders that had been deferred under multiple-element arrangements, delivered over multiple periods, entered into prior to the adoption of ASU 2009-13. Precision Motion and Technologies segment gross profit margin was 48.5% during the nine months ended September 28, 2012, compared with a gross profit margin of 47.7% during the prior year comparable period. The overall increase in gross profit margin was due to stronger sales of optical encoders related to an increase in sales volume associated with an upgrade program for a customer in the data storage industry.

Operating Expenses

The following table sets forth operating expenses for the periods noted (dollars in thousands):


	Three Months Ended				Nine Months Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Research and development and engineering	$	5,545	$	6,183	$	16,933	$	17,942
Selling, general and administrative		16,125		16,627		49,174		52,037
Amortization of purchased intangible assets		663		874		1,988		2,853
Restructuring, restatement related costs and other		2,728		14		7,396		136
Post-emergence professional fees		—		63		—		296

Total	$	25,061	$	23,761	$	75,491	$	73,264

Research and Development and Engineering Expenses

Research and development and engineering (“R&D”) expenses are primarily comprised of labor, other employee-related expenses and materials. R&D expenses were $5.5 million, or 8.0% of sales, during the three months ended September 28, 2012, compared with $6.2 million, or 7.8% of sales, during the prior year comparable period. R&D expenses decreased in terms of total dollars primarily due to savings achieved as a result of our 2011 restructuring plan.

R&D expenses were $16.9 million, or 8.2% of sales, during the nine months ended September 28, 2012, compared with $17.9 million, or 7.5% of sales, during the nine months ended September 30, 2011. R&D expenses, in terms of total dollars, decreased due to similar factors experienced during the three months ended September 28, 2012.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses include costs for sales and marketing, sales administration, finance, human resources, legal, information systems, facilities and executive management. SG&A expenses were $16.1 million, or 23.2% of sales, during the three months ended September 28, 2012, compared with $16.6 million, or 21.1% of sales, during the prior year comparable period. SG&A expenses, in terms of total dollars, decreased primarily due to a decrease in outside service fees and, to a lesser extent, savings achieved as a result of our 2011 restructuring plan. These decreases were partially offset by higher employee compensation.

SG&A expenses were $49.2 million during the nine months ended September 28, 2012, representing 24.0% of sales compared to $52.0 million, or 21.8% of sales, during the nine months ended September 30, 2011. SG&A expenses, in terms of total dollars, decreased due to similar factors experienced during the three months ended September 28, 2012.

Amortization of Purchased Intangible Assets

Amortization of purchased intangible assets, excluding the amortization for core technology that is included in cost of goods sold, was $0.7 million, or 0.9% of sales, during the three months ended September 28, 2012, compared with $0.9 million, or 1.1% of sales, during the prior year comparable period. The decreases, in terms of total dollars and as a percentage of sales, were related to the completion of amortization related to non-compete agreements acquired as part of the 2008 Excel acquisition.

Amortization of purchased intangible assets, excluding the amortization for core technology that is included in cost of goods sold, was $2.0 million, or 1.0% of sales, during the nine months ended September 28, 2012, compared with $2.9 million, or 1.2% of sales, during the prior year comparable period. Consistent with the three months ended September 28, 2012, the decrease in terms of total dollars was due to completion of amortization related to non-compete agreements acquired as part of the 2008 Excel acquisition.

Restructuring, Restatement Related Costs and Other

We recorded restructuring, restatement related costs and other charges of $2.7 million during the three months ended September 28, 2012, compared with less than $0.1 million during the prior year comparable period. During the three months ended September 28,

2012, we recorded restructuring charges of $1.0 million and $1.7 million related to our 2011 and 2012 restructuring programs, respectively, consisting of cash charges primarily for severance, facility and other related costs of $2.7 million. During the prior year comparable period, we recorded less than $0.1 million of restructuring charges related to accretion charges and revised future lease payment assumptions for our abandoned facility in Germany.

We recorded restructuring, restatement related costs and other charges of $7.4 million during the nine months ended September 28, 2012, compared with $0.1 million during the prior year comparable period. During the nine months ended September 28, 2012, we recorded restructuring charges of $5.6 million and $1.7 million related to our 2011 and 2012 restructuring programs, respectively. Total cash related charges, primarily severance, facility costs, legal and consulting fees and other related costs, totaled $5.5 million, while non-cash charges, primarily related to accelerated depreciation for changes in estimated useful lives of certain long-lived assets for which we intend to exit, totaled $1.9 million. During the prior year comparable period, we recorded a $0.1 million restructuring charge related to accretion charges and revised future lease payment assumptions for our abandoned facility in Germany.

Other Income and Expense Items

The following table sets forth other income and expense items for the periods noted (dollars in thousands):


	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Interest expense, net	$	(656	)	$	(3,254	)	$	(2,143	)	$	(10,303	)
Foreign exchange transaction gains (losses), net		(685	)		731			(957	)		(79	)
Other income (expense), net		167			(123	)		399			1,261

Total	$	(1,174	)	$	(2,646	)	$	(2,701	)	$	(9,121	)

Interest Expense, Net

The decrease in net interest expense quarter over quarter was attributable to the substantial reduction and refinancing of our debt during 2011, which was achieved through a partial redemption of our Senior Secured PIK Elections Notes (the “2014 Notes”), which carried a 12.25% fixed rate interest and repayments on our new variable rate Senior Credit Facility. Our Senior Credit Facility carried a 3.3% weighted average interest rate, inclusive of unused fees, for the three months ended September 28, 2012. During the three months ended September 28, 2012, we capitalized $0.1 million related to the refinancing of our Senior Credit Facility and incurred $0.2 million of non-cash interest expense related to the amortization of deferred financing costs. During the three months ended September 30, 2011, we recognized a $0.4 million loss on extinguishment of debt related to unamortized deferred financing costs associated with the partial redemption of the 2014 Notes.

The factors affecting our decrease in interest expense during the three months ended September 28, 2012 also impacted interest expense during the nine month period. During the nine months ended September 28, 2012, we incurred $0.8 million of non-cash interest expense primarily related to the amortization of deferred financing costs. During the nine months ended September 30, 2011, we incurred $0.3 million of non-cash interest expense related to the amortization of deferred financing costs, PIK interest of $0.3 million related to the 2014 Notes and a $0.4 million loss on extinguishment of debt.

Foreign Exchange Transaction Gains (Losses), Net

Foreign exchange transaction gains (losses), net, were ($0.7) million net losses during the three months ended September 28, 2012, compared to $0.7 million net gains during prior year comparable period, due to the weakening of the U.S. dollar against several foreign currencies during the third quarter of 2012 versus strengthening of the U.S. dollar against foreign currencies during the third quarter of 2011.

Similar market factors experienced during the three months ended September 28, 2012 impacted the fluctuation of foreign currency transaction gains (losses), net, during the nine months ended September 28, 2012 as compared to the prior year comparable period.

Other Income (Expense), Net

Other income (expense), net, was $0.2 million during the three months ended September 28, 2012, compared to ($0.1) million during the prior year comparable period, and is related to the earnings from our equity investment.

Other income (expense), net, was $0.4 million during the nine months ended September 28, 2012, compared to $1.3 million during the prior year comparable period, and is related to the earnings from our equity investment.

Discontinued Operations

Income (loss) from discontinued operations, net of tax, was ($4.6) million during the three months ended September 28, 2012, compared to $1.5 million during the prior year comparable period. The decrease is primarily due to a decline in sales of our discontinued businesses, an increase in our Semiconductor Systems inventory provision of $1.9 million, and a $0.9 million impairment related to our Orlando building, which is the location of our Control Laser business. The increase in the inventory provision was caused by recent industry consolidation in the memory repair market, which resulted in lower expected future demand for our current memory repair product. In addition, we recognized severance costs of $0.2 million related to our memory repair product line and consulting costs of $0.3 million related to our discontinued businesses.

Income (loss) from discontinued operations, net of tax, was ($3.8) million during the nine months ended September 28, 2012 compared to $6.1 million during the prior year comparable period. The decrease is due to similar market factors impacting the discontinued businesses during the three month comparable periods.

Income Taxes

The effective tax rate for the three months ended September 28, 2012 was a provision of 21.5%, compared to a provision of 10.4% for the prior year comparable period. The effective tax rate for the three months ended September 28, 2012 differs from the Canadian statutory rate of 25.0% primarily due to income earned in jurisdictions with varying tax rates and the release of a portion of our valuation allowance.

The effective tax rate for the nine months ended September 28, 2012 was a provision of 15.7%, compared to 16.9% for the prior year comparable period. The effective tax rate for the nine months ended September 28, 2012 differs from the Canadian statutory rate of 25.0% due to similar factors impacting our effective tax rate for the three months ended September 28, 2012.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. Our primary ongoing cash requirements are funding operations, capital expenditures, investments in businesses, and repayment of our debt and related interest expense. Our primary sources of liquidity are internally generated cash flows and borrowings under our revolving credit facility. We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs for the foreseeable future, including at least the next twelve months. The availability of borrowings under our revolving credit facility provides an additional potential source of liquidity should it be required. In addition, we may seek to raise additional capital, which could be in the form of bonds, convertible debt or equity to fund business development activities or other future investing cash requirements.

Significant factors affecting the management of our ongoing cash requirements are the adequacy of available bank lines of credit and our ability to attract long-term capital with satisfactory terms. The sources of our liquidity are subject to all of the risks of our business and could be adversely affected by, among other factors, a decrease in demand for our products, our ability to integrate future acquisitions, deterioration in certain financial ratios, and market changes in general. See “Risks Relating to Our Common Shares and Our Capital Structure” included in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Although much of our business is conducted through our subsidiaries, none of our subsidiaries are obligated to make funds available to us. Accordingly, our ability to make payments on our indebtedness and fund our operations may be dependent on the earnings and the distribution of funds from our subsidiaries. As of September 28, 2012, $28.2 million of our $52.9 million cash and cash equivalents was held by our subsidiaries outside of Canada and the United States. Generally, our intent is to use cash held in these foreign subsidiaries to fund our local operations. Further, local laws, regulations and/or terms of our indebtedness may also restrict certain of our subsidiaries from paying dividends or otherwise transferring assets to us. However, in certain instances, we have identified excess cash for which we may repatriate and we have established deferred tax liabilities for the expected tax cost.

During the nine months ended September 28, 2012, we made total debt payments of $20.5 million, comprised of our $7.5 million contractual term loan payments ($2.5 million per quarter) and $13.0 million of optional repayments of borrowings under the revolving credit facility, leaving a total principal debt outstanding under the Senior Credit Facility of $47.5 million at September 28, 2012, compared to $68.0 million at December 31, 2011.

The Credit Agreement applicable to our Senior Credit Facility contains various covenants that we believe are usual and customary for this type of agreement. The Senior Credit Facility includes a maximum allowed leverage ratio and a minimum required fixed charge coverage ratio. On July 19, 2012, the Company entered into an amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment provides that the Company has satisfied the Burnoff Condition (as defined in the Credit Agreement) contained in the Credit Agreement effective as of July 19, 2012, which eliminates the requirement for the Company to meet the borrowing base financial restriction and minimum EBIDTA covenant contained in the Credit Agreement. We were compliant with the covenant requirements as of September 28, 2012. The following table summarizes these financial covenant requirements and our compliance as of September 28, 2012:


	Requirement		Actual
Maximum consolidated leverage ratio		2.50		1.08
Minimum consolidated fixed charge coverage ratio		1.50		3.27

Cash Flows for the Nine Months Ended September 28, 2012 and September 30, 2011

The following table summarizes our cash and cash equivalent balances, cash flows and unused and available funds under our revolving credit facility for the periods indicated (dollars in thousands):


	Nine Months Ended
	September 28, 2012			September 30, 2011
Net cash provided by operating activities	$	21,499		$	30,722
Net cash used in investing activities	$	(3,451	)	$	(2,607	)
Net cash used in financing activities	$	(21,288	)	$	(35,000	)


	September 28, 2012		December 31, 2011
Cash and cash equivalents	$	52,863	$	54,835
Unused and available funds under revolving credit facility	$	25,000	$	12,000

Operating Cash Flows

Cash provided by operating activities was $21.5 million for the nine months ended September 28, 2012, compared to $30.7 million for the prior year comparable period. The cash provided by operating activities for the nine months ended September 28, 2012 was primarily attributable to our consolidated net income of $3.8 million and non-cash adjustments amounting to $17.4 million. These non-cash adjustments included depreciation and amortization expenses of $10.4 million; stock-based compensation of $3.5 million; and non-cash restructuring charges of $3.6 million. The cash inflow from changes in operating assets and liabilities from December 31, 2011 to September 28, 2012 was $0.3 million. This inflow was primarily attributable to an increase in accounts payable and accrued expenses of $6.2 million as a result of improved accounts payable management and the timing of inventory purchases and was offset by an increase in accounts receivable of $5.8 million due to an increase in sales in the last month of the quarter. The increase in accrued liabilities was offset by payments made during the period as part of our restructuring plans of $4.8 million. Our net inventory increased by $0.1 million from December 31, 2011, which was driven by an increase in inventory offset by a $1.9 million inventory write-down in the three months ended September 28, 2012 related to our Semiconductor Systems business.

Investing Cash Flows

Cash used in investing activities was $3.5 million during the nine months ended September 28, 2012, compared to $2.6 million during the nine months ended September 30, 2011, and primarily relates to capital expenditures with respect to both periods. Cash outflows from investing activities during the nine months ended September 28, 2012 were offset by $0.3 million of cash received from the sale of fixed assets during the period.

Financing Cash Flows

Cash used in financing activities was $21.3 million during the nine months ended September 28, 2012, comprised of $7.5 million for our contractual term loan payments ($2.5 million per quarter), $13.0 million of optional repayments of borrowings under our revolving credit facility, and $0.6 million of capital lease payments. This compares to a $35.0 million optional payment of our Senior Secured PIK Election Notes made during the nine months ended September 30, 2011.

We are contractually obligated and expect to use $3.3 million of cash for the remainder of 2012 for financing activities, comprised of $2.5 million for our quarterly contractual term loan payments and $0.8 million for our capital lease obligations.

Off-Balance Sheet Arrangements, Contractual Obligations

Contractual Obligations

Our contractual obligations primarily consist of the principal and interest associated with our debt, operating and capital leases, purchase commitments and pension obligations. Such contractual obligations are described in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to Consolidated Financial Statements, each included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Through September 28, 2012, we have not entered into any material new or modified contractual obligations since the end of the fiscal year ended December 31, 2011, with the exception of the new seven-year lease agreement signed in May 2012 for the Company’s Bedford, Massachusetts headquarters and the Second Amendment to the Credit Agreement signed in July 2012. The Company’s annual rental payments under the new Bedford lease agreement is $1.5 million.

Off-Balance Sheet Arrangements

Through September 28, 2012, we have not entered into any off-balance sheet arrangements or material transactions with unconsolidated entities or other persons.

Critical Accounting Policies and Estimates

The critical accounting policies that we believe impact significant judgments and estimates used in the preparation of our consolidated financial statements presented in this report are described in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to Consolidated Financial Statements, each included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. There have been no material changes to our critical accounting policies through September 28, 2012 from those discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Recent Accounting Pronouncements

See Note 1 to Consolidated Financial Statements.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Our primary market risk exposures are foreign currency exchange rate fluctuation and interest rate sensitivity. During the three and nine months ended September 28, 2012, there have been no material changes to the information included under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), as of September 28, 2012, the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 28, 2012.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 28, 2012 that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

IRS Claim

On April 5, 2010, the IRS filed amended proofs of claim aggregating approximately $7.7 million with the United States Bankruptcy Court for Delaware (the “Bankruptcy Court”) as part of the Company’s proceedings under Chapter 11 of the Bankruptcy Code. On July 13, 2010, the Company filed a complaint, GSI Group Corporation v. United States of America , in Bankruptcy Court in an attempt to recover refunds totaling approximately $18.8 million in federal income taxes the Company asserts it overpaid to the IRS relating to tax years 2000 through 2008, together with applicable interest. The complaint includes an objection to the IRS proofs of claim which the Company believes are not allowable claims and should be expunged in their entirety. Those tax proceedings remain pending, and their resolution in the ordinary course was not affected by the closing of the Chapter 11 Cases on September 2, 2011.

Item 1A.

Risk Factors

The Company’s risk factors are described in Part I, Item 1A, “Risk Factors”, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. There have been no material changes in the risks affecting the Company since the filing of such Annual Report on Form 10-K.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

List of Exhibits

See the Company’s SEC filings on Edgar at: http://www.sec.gov/ for all Exhibits.

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

3.1

Certificate and Articles of Continuance of the Registrant, dated March 22, 1999.

S-3

333-180098

3.1

3/14/12

3.2

Articles of Amendment of the Registrant, dated May 26, 2005.

S-3

333-180098

3.1

3/14/12

3.3

By-Laws of the Registrant, as amended

10-Q

000-25705

3.2

4/13/10

3.4

Articles of Reorganization of the Registrant, dated July 23, 2010.

8-K

000-25705

3.1

07/23/10

3.5

Articles of Amendment of the Registrant, dated December 29, 2010.

8-K

000-25705

3.1

12/29/10

10.1

Second Amendment to Credit Agreement, dated July 19, 2012, by and among GSI Group Corporation, GSI Group Inc., each of the other Guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent.

8-K

001-35083

10.1

7/23/12

10.2

Letter Agreement, between GSI Group Inc. and David Clarke, dated September 4, 2012.

8-K

001-35083

10.1

9/6/12

10.3

Third Amendment to Credit Agreement, dated October 19, 2012, by and among GSI Group Corporation, GSI Group Inc., each of the other Guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent.

10.4

Offer Letter, dated August 24, 2012, between GSI Group Inc. and Matthijs Glastra

10.5

Severance Agreement by and between GSI Group Inc. and Deborah M. Mulryan.

10.6

Severance Agreement by and between GSI Group Inc. and Jamie Bader.

10.7

Severance Agreement by and between GSI Group Inc. and Peter L. Chang.

31.1

Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document.

101.SCH

XBRL Schema Document

101.CAL

XBRL Calculation Linkbase Document.

101.DEF

XBRL Definition Linkbase Document.

101.LAB

XBRL Labels Linkbase Document.

101.PRE

XBRL Presentation Linkbase Document.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at September 28, 2012 and December 31, 2011, (ii) Consolidated Statements of Operations for the three and nine months ended September 28, 2012 and September 30, 2011, (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 28, 2012 and September 30, 2011, (iv) Consolidated Statements of Cash Flows for the nine months ended September 28, 2012 and September 30, 2011, and (v) Notes to Consolidated Financial Statements.

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

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.

GSI Group Inc. (Registrant)


Name	Title	Date

/s/ John A. Roush John A. Roush	Director, Chief Executive Officer	November 7, 2012

/s/ Robert J. Buckley Robert J. Buckley	Chief Financial Officer	November 7, 2012

EXHIBIT INDEX

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

3.1

Certificate and Articles of Continuance of the Registrant, dated March 22, 1999.

S-3

333-180098

3.1

3/14/12

3.2

Articles of Amendment of the Registrant, dated May 26, 2005.

S-3

333-180098

3.1

3/14/12

3.3

By-Laws of the Registrant, as amended

10-Q

000-25705

3.2

4/13/10

3.4

Articles of Reorganization of the Registrant, dated July 23, 2010.

8-K

000-25705

3.1

07/23/10

3.5

Articles of Amendment of the Registrant, dated December 29, 2010.

8-K

000-25705

3.1

12/29/10

10.1

8-K

001-35083

10.1

7/23/12

10.2

Letter Agreement, between GSI Group Inc. and David Clarke, dated September 4, 2012.

8-K

001-35083

10.1

9/6/12

10.3

10.4

Offer Letter, dated August 24, 2012, between GSI Group Inc. and Matthijs Glastra

10.5

Severance Agreement by and between GSI Group Inc. and Deborah M. Mulryan.

10.6

Severance Agreement by and between GSI Group Inc. and Jamie Bader.

10.7

Severance Agreement by and between GSI Group Inc. and Peter L. Chang.

31.1

Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document.

101.SCH

XBRL Schema Document

101.CAL

XBRL Calculation Linkbase Document.

101.DEF

XBRL Definition Linkbase Document.

101.LAB

XBRL Labels Linkbase Document.

101.PRE

XBRL Presentation Linkbase Document.

Exhibit 10.3

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT dated as of October 16, 2012 (this “ Third Amendment ”) is made by and among GSI Group Corporation, a Michigan corporation (the “ Borrower ”), GSI Group Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada (“ Holdings ”), each of the other Guarantors party hereto, each lender party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”), Swing Line Lender and L/C Issuer.

The Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of October 19, 2011 (as amended by the First Amendment to Credit Agreement dated March 9, 2012, the Second Amendment to Credit Agreement dated July 19, 2012 and as in effect on the date hereof, the “ Credit Agreement ”), pursuant to which the Lenders have agreed to make certain financial accommodations to the Borrower. The Borrower, the Lenders and Administrative Agent wish to amend the Credit Agreement in certain respects, all on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties signatory hereto agree as follows:

1. Definitions . Except as otherwise defined in this Third Amendment, terms defined in the Credit Agreement are used herein as defined therein.

2. Amendment to Credit Agreement . Subject to the satisfaction of the conditions precedent specified in Section 3 below, the undersigned Lenders hereby agree that, effective as of the date hereof, the Credit Agreement shall be amended as follows:

(a) Section 7.04 of the Credit Agreement shall be amended by (i) deleting the word “and” at the end of clause (d), (ii) replacing the period at the end of clause (e) with “; and” and (iii) adding new clause (f) as follows:

“(f) any merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.”

3. Conditions Precedent . The amendments to the Credit Agreement set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions precedent:

(a) the Borrower shall have delivered to the Administrative Agent a counterpart of this Third Amendment executed by the Borrower and each other Loan Party;

(b) the Required Lenders and the Administrative Agent shall have indicated their consent and agreement by executing this Third Amendment;

4. Effect on Loan Documents . The Credit Agreement (as amended hereby) and the other Loan Documents shall be and remain in full force and effect in accordance with their terms and hereby are ratified and confirmed in all respects. Except as expressly set forth herein the execution, delivery, and performance of this Third Amendment shall not operate as a waiver or an amendment of any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document, as in effect prior to the date hereof. Each of the Loan Parties hereby ratifies and confirms in all respects all of its obligations under the Credit Agreement (as amended hereby) and the other Loan Documents to which it is a party.

5. No Novation; Entire Agreement . This Third Amendment evidences solely the amendment of the terms and provisions of the obligations of the Borrower and the other Loan Parties under the Loan Documents and is not a novation or discharge thereof. There are no other understandings, express or implied, among the Borrower, the other Loan Parties, the Administrative Agent and the Lenders regarding the subject matter hereof or thereof.

6. Choice of Law . This Third Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

7. Counterparts; Facsimile Execution . This Third Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Third Amendment by facsimile shall be as effective as delivery of a manually executed counterpart of this Third Amendment.

8. Construction . This Third Amendment is a Loan Document. This Third Amendment and the Credit Agreement shall be construed collectively and in the event that any term, provision or condition of any of such documents is inconsistent with or contradictory to any term, provision or condition of any other such document, the terms, provisions and conditions of this Third Amendment shall supersede and control the terms, provisions and conditions of the Credit Agreement. Upon and after the effectiveness of this Third Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed as of the date first above written.


BORROWER:
GSI GROUP CORPORATION

By:		/s/ Robert Buckley
Name:		Robert Buckley
Title:		Chief Financial Officer

HOLDINGS:
GSI GROUP INC.

By:		/s/ Robert Buckley
Name:		Robert Buckley
Title:		Chief Financial Officer

GUARANTORS:
EXCEL TECHNOLOGY, INC.
MICROE SYSTEMS CORP.
MES INTERNATIONAL INC.

By:		/s/ Robert Buckley
Name:		Robert Buckley
Title:		Secretary

CAMBRIDGE TECHNOLOGY, INC.
CONTINUUM ELECTRO-OPTICS, INC.
CONTROL LASER CORPORATION (D/B/A BAUBLYS CONTROL LASER)
THE OPTICAL CORPORATION
PHOTO RESEARCH, INC.
QUANTRONIX CORPORATION
SYNRAD, INC.

By:		/s/ Robert Buckley
Name:		Robert Buckley
Title:		Assistant Secretary

GSI GROUP LIMITED

By:		/s/ Robert Buckley
Name:		Robert Buckley
Title:		Director

[Third Amendment to Credit Agreement]


BANK OF AMERICA, N.A., as
Administrative Agent

By:		/s/ Angela Larkin
Name:		Angela Larkin
Title:		Assistant Vice President

[Third Amendment to Credit Agreement]


BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

By:		/s/ John F. Lynch
Name:		John F. Lynch
Title:		Senior Vice President

[Third Amendment to Credit Agreement]


SILICON VALLEY BANK

By:		/s/ Michael Shuhy
Name:		Michael Shuhy
Title:		Vice President

[Third Amendment to Credit Agreement]


HSBC BANK USA N.A.

By:		/s/ Manuel Burgueno
Name:		Manuel Burgueno
Title:		Vice President

[Third Amendment to Credit Agreement]

EXHIBIT 10.4

August 24, 2012

Matthijs Glastra

2281 Glenkirk Drive

San Jose, California 95124

Dear Matthijs:

On behalf of GSI Group Corporation (“GSI”) and our Board of Directors, I am pleased to extend this offer to you to join GSI as Group President, Laser Products reporting directly to me. In this position, you will be based in our Santa Clara, California office and you will be a corporate officer of the company. I believe you are an exceptional fit for this role, and I would be very pleased to have you join the senior executive team at GSI.

In this role, you will be paid a base salary of $380,000 per year , payable on a bi-weekly basis. Your base salary will be reviewed on an annual basis. In addition to your base salary, you will receive an $115,000 sign-on bonus payable in March 2013 during the company’s SMIP bonus cycle. The sign-on bonus will be subject to all appropriate taxes and withholdings.

As the Group President, Laser Products you will participate in the company’s Senior Management Incentive Plan (SMIP), with a bonus target of 50% of your base salary , and an annual equity grant targeted at 40% of your base salary in value. The SMIP bonus plan operates on six-month cycles, and based upon our expectation that you will join GSI on or about October 1, 2012, you will be eligible for the a three-month pro-rated bonus for the Second Half 2012. With respect to annual equity grants made under the SMIP plan, these grants currently take the form of Restricted Stock Units (RSU’s) with three-year, time-based vesting, with one third vesting on each annual anniversary of the grant date. In the future, the form and terms and conditions of each annual grant will be determined by the GSI Compensation Committee as part of the annual compensation planning process for senior executives in the company. Your grants will be substantially the same as grants made to other senior executives during the same grant cycle.

At the time of your hire, you will also receive a one-time grant of 75,000 Restricted Stock Units (RSUs) of GSI stock, which will have a three (3) year, time based cliff vesting (all RSU’s vest on the third anniversary of the grant date). These RSU’s fully vest in the event of a change-of-control of GSI Group. The plan document for these RSU’s will be provided to you for your reference.

As agreed, you are explicitly approved to serve on the Board of Directors of one outside private company provided that no conflict of interest exists with respect to your duties as an officer and employee of GSI. Service on additional outside private Boards, or any public company Boards, will require prior written approval of the Chief Executive Officer of GSI.

This position is based in our Santa Clara, California facility. In recognition of the fact that you and your family reside in the local area, only limited relocation benefits are being provided to assist you with the termination of an apartment we understand you maintain in the Dallas, TX area. To defray your associated expenses, the Company is willing to offer you the following relocation benefits:

•

Reimbursement of up to two (2) month’s rent expense for the cost of breaking the Lease on your Dallas, Texas area apartment. Reimbursement will be based upon receipts documenting the lease breaking expense. The reimbursement for lease breaking expense will be grossed up and the gross up will be calculated using an estimated marginal tax rate based upon the salary of the employee, marital status, and the number of exemptions claimed by the employee. The calculation does not take into account items such as individual itemized deductions, bonuses or non-Company income.

•

Packing and shipment of normal household goods from your Dallas, Texas area apartment to your home in San Jose, California. Please work with Vika Mass, HR Business Partner to make arrangements for your move. Vika’s contact telephone number is 1-781-266-5625.

Please note that there are tax considerations associated with relocation packages. The Company is required to report relocation payments on the employee’s W-2 Form and to withhold tax on any relocation payments which are subject to Federal, State and Social Security Tax. The Company also provides to each relocated employee at year end a full accounting of all moving expenses to or paid out on behalf of the employee and assumes that the employee will take maximum advantage of the deductions allowed for moving expenses by the U.S. tax law.

As a regular, full-time employee of GSI, you will be eligible to participate in the company’s full range of employee benefits, which currently include health, dental and vision plans, as well as insurance (life, accidental death and dismemberment, disability) and the 401(k) plan with a company match of 50% of employee contributions up to a limit of 6% (maximum match of 3%). As part of your benefits package you will be eligible for Paid Time Off (vacation and personal time, or PTO). Your PTO will not be an accrued benefit therefore is not paid out upon termination of employment. Your PTO may be taken at your discretion, with prior approval of the CEO, in accordance with the needs of the business. In addition to your PTO, in the USA, the Company observes eleven (11) paid holidays per year. Should you have any questions regarding the benefits programs, please do not hesitate to contact Margaret Dondero, Benefits Manager, who can be reached at (781)266-5819.

If your employment with GSI is involuntarily terminated by the company, other than for Cause, you will be eligible for a severance benefit in the amount of twelve (12) months of base salary, payable over twelve (12) months in accordance with the company’s customary payroll practices and pro-rata partial year vesting of equity in the year of termination. In addition, if there is a change-of-control of GSI and your employment is involuntarily terminated, materially reduced in scope, or if your place of work is moved more than 50 miles from the current Santa Clara, California location, within twelve (12) months after the change-in-control, you will be eligible for a severance benefit in the amount of eighteen (18) months of base salary, payable over eighteen (18) months in accordance with the company’s customary payroll practices. The severance benefits described above are conditioned upon your execution and non-revocation of (and the expiration of any applicable revocation period related to) a release in the company’s customary form within (60) days of the termination date. If that sixty (60) day period spans two calendar years, severance payments will not begin until the later year.

For purposes of your employment with GSI, in connection with an involuntary termination, the term “Cause” shall mean 1) your willful failure to substantially perform the duties of your role, other than such failure resulting from your Disability; 2) your willful failure to carry out or comply with any lawful and reasonable directive from your direct supervisor; 3) your commission of any act or omissions that results in, or may reasonably be expected to result in a conviction, plea of no contest, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; or 4) your unlawful use or possession of illegal drugs on the company’s premises or while performing the executive’s duties and responsibilities under this agreement.

All payments and benefits provided to you under this offer letter are intended to be exempt from or comply with section 409A of the Internal Revenue Code (so that the penalty taxes under Section 409A do not apply to you) and, if applicable, the payment of your severance payments will be delayed to the extent necessary to avoid the penalty taxes under Section 409A. In order to satisfy Section 409A requirements, the severance payments under this offer letter will only be made when your termination of employment is a separation from service under Section 409A and each salary continuation severance payment will be treated as a separate payment.

This offer is contingent on your passing of a standard background check as well as your ability to satisfy the requirements of the Immigration Reform and Control Act of 1986, as well as the absence of any non-compete or other agreement, which would limit your ability to perform your duties in this assignment. In order to receive your initial equity grant, and as a condition of employment, you will be required to sign an Invention Assignment, a Non-disclosure Agreement, a Non-compete Agreement, the Company’s Code of Ethics and the company’s Foreign Corrupt Practices Act Policy. You can find a copy of the Code of Ethics and Business Conduct at www.GSIG.com/about or you may obtain a written copy from the undersigned or any Human Resources representative.

Your employment with GSI will be at-will and not for any definite term or duration. Either you or GSI may terminate such employment at any time. Per the company’s by-laws, which will be provided to you, as an officer of the company, you will receive indemnification from certain liabilities that may arise in connection with your duties, as well as payment by the company of your associated attorney’s fees.

This offer is valid until the close of business on August 31, 2012.

Matthijs, I am excited to have you join the senior team at GSI. I believe you will make a substantial impact on the success of the company. You will have the opportunity to play a major role in shaping the future of GSI and in building a culture of excellence. Please let me know if you have any questions with respect to this offer. We anticipate that your start date will be on or before October 1, 2012 , or other mutually agreeable date. You may indicate your acceptance of the offer by signing in the space provided.


Sincerely,

/s/ John A. Roush
John A. Roush Chief Executive Officer

/s/ Matthijs Glastra
Acceptance Signature – Matthijs Glastra								Date of Acceptance


Start Date

Severance Agreement

THIS SEVERANCE AGREEMENT (“ Agreement ”) entered into on November 6, 2012, effective as of October 15, 2012 (the “ Effective Date ”) is entered by and between Matthijs Glastra (“ Executive ”) and GSI Group Inc., a company organized under the laws of the Province of New Brunswick, Canada (the “ Company ”).

RECITALS

WHEREAS, Executive is currently employed by the Company on an at-will basis;

WHEREAS, the Company and Executive desire to maintain the continued services of Executive as an at-will employee of the Company on and after the Effective Date;

WHEREAS, the Company and Executive desire to set forth all severance rights and obligations related to termination of Executive’s employment and supersede all prior agreements and arrangements related thereto; and

WHEREAS, the Company desires to encourage the continued attention and dedication of Executive to Executive’s duties of employment without personal distraction or conflict of interest in circumstances which could arise from the occurrence of a Change in Control (as defined below).

AGREEMENT

NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:

1. Certain Defined Terms . In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a) “ Annual Base Salary ” shall mean the rate of Executive’s annual base salary as in effect from time to time.

(b) “ Board ” shall mean the Board of Directors of the Company.

(c) The Company shall have “ Cause ” to terminate Executive’s employment hereunder upon: (i) Executive’s willful failure to substantially perform Executive’s duties to the Company and/or any of its subsidiaries (other than any such failure resulting from Executive’s Disability or any inability to engage in any substantial gainful activity that could reasonably be expected to result in Disability) which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; (ii) Executive’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board, the Chief Executive Officer of the Company or any direct supervisor of Executive, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; (iii) Executive’s commission at any time of any act or omission that results in, or may reasonably be expected to result in, a conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any felony or crime involving moral turpitude; or (iv) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities for the Company and/or any of its subsidiaries. Whether or not an event giving rise to “Cause” occurs will be determined by the Board in its sole discretion.

(d) “ Change in Control ” shall mean and includes any of the following which occurs on or following the Effective Date:

(i) A transaction or series of transactions (other than an offering of common shares of the Company to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time (the “ Exchange Act ”)) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(ii) During any twelve-month period beginning on or following the Effective Date, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 1(d)(i) or Section 1(d)(iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the twelve-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(A) Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “ Successor Entity ”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(B) After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided , however , that no person or group shall be treated for purposes of this Section 1(d)(iii)(B) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

(iv) The Company’s stockholders approve a liquidation or dissolution of the Company.

The Board shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

(e) “ Code ” shall mean Internal Revenue Code of 1986, as amended.

(f) “ Date of Termination ” shall mean the actual date of Executive’s termination of employment.

(g) “ Disability ” shall mean Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less than twelve (12) months.

(h) Executive shall have “ Good Reason ” to terminate Executive’s employment within one (1) year after the occurrence of one or more of the following conditions without Executive’s consent: (i) a material diminution in the nature or scope of Executive’s responsibilities, duties or authority; or (ii) a material change in the geographic location at which Executive must perform Executive’s material services for the Company (which shall in no event include a relocation of Executive’s principal place of business less than 50 miles from the Bedford, Massachusetts metropolitan area); provided , however , that, notwithstanding the foregoing, Executive may not terminate Executive’s employment for Good Reason unless: (A) Executive provides the Company with at least thirty (30) days written notice of Executive’s intent to terminate for Good Reason (which notice is provided not later than the 90th day following Executive’s knowledge of the occurrence of the event constituting Good Reason); and (B) the Company does not remedy the alleged violation(s) within such 30-day period.

(i) “ Post-CIC Period ” shall mean the period beginning on the date of the first Change in Control after the Effective Date and ending on the twelve-month anniversary of such Change in Control.

(j) “ Section 409A ” shall mean Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.

2. Term of Agreement . The term of this Agreement shall be for the period beginning on the Effective Date and ending on the third anniversary of the Effective Date (the “ Initial Term ”). The Initial Term shall automatically be extended for successive one year periods (such extensions, collectively with the Initial Term, the “ Term ”), unless the Company gives notice of non-extension to Executive no later than 60 days prior to the expiration of the then-applicable Term.

3. Severance Payments .

(a) If, at any time other than the Post-CIC Period, Executive’s employment is terminated by the Company without Cause, the Company shall, subject to Section 3(c) and to Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “ Release ”) in accordance with Section 16(c) , pay to Executive, in substantially equal payments over twelve months in accordance with the Company’s then-applicable payroll practices, an aggregate cash amount equal to 100% of Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination.

(b) If, during the Post-CIC Period, Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall, subject to Section 3(c) and to Executive’s execution and non-revocation of a Release in accordance with Section 16(c) , pay to Executive, in substantially equal payments over eighteen months in accordance with the Company’s then-applicable payroll practices, an aggregate cash amount equal to 150% of Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination.

(c) Notwithstanding any other provision of this Agreement, no payment shall be made pursuant to this Section 3 following the date Executive first violates any restrictive covenants agreed to in writing by and between the Company and Executive if Executive does not cure such violation within 30 days of written notice thereof.

(d) The provisions of this Section 3 shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or other arrangement maintained by the Company (including, without limitation, any agreement or arrangement by and between Executive and the Company).

4. Inventions Assignment/Non-Compete Agreement . As a condition precedent to the parties entering into this Agreement, Executive shall have executed and delivered to the Company an Employee Patent and Proprietary Information Utilization, Non-Competition and Non-Solicitation Agreement (or similar agreement) in the Company’s then-applicable form.

5. Parachute Payments . Notwithstanding any other provision of this Agreement, to the extent Executive would be subject to the excise tax under Section 4999 of the Code on the payment made under Section 3 hereof and any other payments or benefits Executive would receive from the Company required to be included in the calculation of parachute payments for purposes of Sections 280G and 4999 of the Code, the amount payable under this Agreement shall be automatically reduced to an amount one dollar less than that, when combined with such other amounts and benefits required to be so included, would subject Executive to the excise tax under Section 4999 of the Code.

6. Assignment and Successors . The Company may (a) assign its rights and obligations under this Agreement to any entity, including, without limitation, any person or group of related persons that were involved in a Change in Control or any successor to all or substantially all the assets of the Company, by merger or otherwise, and (b) may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates. Executive may not assign Executive’s rights or obligations under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

7. Notices . Any notice, request, claim, demand, document and other communication hereunder to any party hereto shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by facsimile, telex, telecopy, or certified or registered mail, postage prepaid, to the following address (or at any other address as any party hereto shall have specified by notice in writing to the other party hereto):

(a)

If to the Company:


GSI Group Inc.
125 Middlesex Turnpike
Bedford, MA 01730-1409
Attn:		Vice President, Human Resources
Fax Number: (781) 266-5115

and a copy to:

Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4802
Attn:		James C. Gorton
		Bradd L. Williamson
Fax Number: (212) 751-4864

(b)

If to Executive, at the address set forth on the signature page hereto or the fax number in the Company’s records.

8. Governing Law . This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of law, whether of the Commonwealth of Massachusetts or any other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction.

9. Dispute Resolution .

or described in Section 7 shall be effective service of process for any action, suit or proceeding in any court of competent jurisdiction sitting in Middlesex Country, Massachusetts with respect to any matters to which it has submitted to jurisdiction in this Section 9 . Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, any related document or the transactions contemplated hereby and thereby in any court of competent jurisdiction sitting in Middlesex County, Massachusetts, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Notwithstanding anything to the contrary herein, prior to Executive initiating any Legal Action to resolve any dispute or claim under this Agreement, Executive shall first notify the Company in writing of such dispute or claim and, during the thirty (30) days after receipt of such notice, the Company shall be entitled to request such dispute or claim be submitted to a mediation proceeding between the parties hereto in Middlesex County, Massachusetts (or another location agreed to by the parties hereto) prior to initiation of any Legal Action. If (i) the Company elects to engage in a mediation proceeding and (ii) the parties hereto use commercially reasonable efforts to timely resolve the dispute or claim through mediation and have not agreed in writing to a resolution of such dispute or claim pursuant to the mediation within forty-five (45) days after the commencement thereof, then Executive shall, subject to Section 9(a) , be entitled to initiate Legal Action with respect to such claim or dispute. Each party hereto shall bear its own costs and expenses incurred in connection with the mediation, and all costs and expenses of the mediation proceeding shall be borne equally by the parties hereto.

(c) As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with counsel), each party hereto expressly waives the right to trial by jury in any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.

10. Entire Agreement . The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) are intended by the parties hereto to be the final expression of their agreement with respect to the subject matter described herein (including, without limitation, any obligation of the Company or its subsidiaries to make severance payments or provide severance benefits to Executive under any other agreement or arrangement) and supersede (and may not be contradicted by evidence of) any prior or contemporaneous agreements or arrangements between the parties hereto regarding the subject matter described herein (including, without limitation, that certain offer letter by and between the Company and Executive, dated as of June 23, 2011). The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. Nothing in this Agreement shall confer upon Executive any right to continue in the employ or service of the Company or any subsidiary thereof or shall interfere with or restrict in any way the rights of the Company and its subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Executive at any time for any reason whatsoever, with or without Cause.

11. Amendments; Waivers . This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive and a duly authorized officer of the Company and approved by the Board, which expressly identifies the amended provision of this Agreement. By an instrument in writing similarly executed and approved by the Board, Executive or a duly authorized officer of the Company may waive compliance by the other party or parties hereto with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided , however , that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

12. No Inconsistent Actions . The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

13. Enforcement . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

14. Withholding . The Company shall be entitled to withhold from any amounts payable under this Agreement, any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

15. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

16. Section 409A .

(a) General . The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify Executive for failure to do so) to (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (ii) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from Executive or any other individual to the Company or any of its Affiliates, employees or agents.

(b) Separation from Service under Section 409A . Notwithstanding any provision to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section 3 in connection with Executive’s termination of employment with the Company unless the termination of Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; and (ii) for purposes of Section 409A, Executive’s right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the date of Executive’s death; upon the earlier of such dates, all payments deferred pursuant to this sentence shall be paid in a lump sum to Executive or Executive’s estate, as applicable, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

(c) Release . Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within seven (7) days following the Date of Termination, and (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release. For purposes of this Section 16(c) , “ Release Expiration Date ” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 16(c) , such amounts shall be paid in a lump sum on the first payroll date to occur on or after the 90 ^th day following the date of Executive’s termination of employment, provided that Executive executes and does not revoke the Release prior to such 90 ^th day (and any applicable revocation period has expired).

[signature page follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

GSI GROUP INC.

By: Robert Buckley

Title: Chief Financial Officer

Matthijs Glastra


Residence Address:

EXHIBIT 10.5

Severance Agreement

THIS SEVERANCE AGREEMENT (“ Agreement ”) entered into on August 15, 2012, effective as of September 6, 2011 (the “ Effective Date ”) is entered by and between Deborah A. Mulryan (“ Executive ”) and GSI Group Inc., a company organized under the laws of the Province of New Brunswick, Canada (the “ Company ”).

RECITALS

WHEREAS, Executive is currently employed by the Company on an at-will basis;

WHEREAS, the Company and Executive desire to maintain the continued services of Executive as an at-will employee of the Company on and after the Effective Date;

AGREEMENT

NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:

1. Certain Defined Terms . In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a) “ Annual Base Salary ” shall mean the rate of Executive’s annual base salary as in effect from time to time.

(b) “ Board ” shall mean the Board of Directors of the Company.

expected to result in, a conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any felony or crime involving moral turpitude; or (iv) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities for the Company and/or any of its subsidiaries. Whether or not an event giving rise to “Cause” occurs will be determined by the Board in its sole discretion.

(d) “ Change in Control ” shall mean and includes any of the following which occurs on or following the Effective Date:

(iv) The Company’s stockholders approve a liquidation or dissolution of the Company.

(e) “ Code ” shall mean Internal Revenue Code of 1986, as amended.

(f) “ Date of Termination ” shall mean the actual date of Executive’s termination of employment.

(i) “ Post-CIC Period ” shall mean the period beginning on the date of the first Change in Control after the Effective Date and ending on the twelve-month anniversary of such Change in Control.

3. Severance Payments .

(a)

If to the Company:


GSI Group Inc.
125 Middlesex Turnpike
Bedford, MA 01730-1409
Attn:		Vice President, Human Resources
Fax Number: (781) 266-5115

and a copy to:

Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4802
Attn:		James C. Gorton
		Bradd L. Williamson
Fax Number: (212) 751-4864

(b)

If to Executive, at the address set forth on the signature page hereto or the fax number in the Company’s records.

9. Dispute Resolution .

(a) With respect to disputes and claims hereunder, each of the parties irrevocably submits to the exclusive jurisdiction of any court of competent jurisdiction sitting in Middlesex County, Massachusetts, for the purposes of any suit, action or other proceeding (a “ Legal Action ”) arising out of this Agreement, any related agreement or any transaction contemplated hereby or thereby. Each of the parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth or described in Section 7 shall be effective service of process for any action, suit or proceeding in any court of competent jurisdiction sitting in Middlesex Country, Massachusetts with respect to any matters to which it has submitted to jurisdiction in this Section 9 . Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, any related document or the transactions contemplated

hereby and thereby in any court of competent jurisdiction sitting in Middlesex County, Massachusetts, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

10. Entire Agreement . The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) are intended by the parties hereto to be the final expression of their agreement with respect to the subject matter described herein (including, without limitation, any obligation of the Company or its subsidiaries to make severance payments or provide severance benefits to Executive under any other agreement or arrangement) and supersede (and may not be contradicted by evidence of) any prior or contemporaneous agreements or arrangements between the parties hereto regarding the subject matter described herein (including, without limitation, that certain offer letter by and between the Company and Executive, dated as of July 29, 2011). The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. Nothing in this Agreement shall confer upon Executive any right to continue in the employ or service of the Company or any subsidiary thereof or shall interfere with or restrict in any way the rights of the Company and its subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Executive at any time for any reason whatsoever, with or without Cause.

15. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

16. Section 409A .

[signature page follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

GSI GROUP INC.

/s/ Robert Buckley

By: Robert Buckley

Title: Chief Financial Officer

Deborah A. Mulryan

/s/ Deborah A. Mulryan


Residence Address:

EXHIBIT 10.6

Severance Agreement

THIS SEVERANCE AGREEMENT (“ Agreement ”) entered into on August 15, 2012, effective as of July 25, 2011 (the “ Effective Date ”) is entered by and between Jamie Bader (“ Executive ”) and GSI Group Inc., a company organized under the laws of the Province of New Brunswick, Canada (the “ Company ”).