As filed with the Securities and Exchange Commission on November 19, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
GP STRATEGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1926739
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
777 Westchester Avenue
White Plains, New York 10604
(914) 249-9700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Andrea D. Kantor
Vice President and General Counsel
GP Strategies Corporation
777 Westchester Avenue
White Plains, NY 10604
(914) 249-9700
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Robert J. Hasday, Esq.
Duane Morris LLP
380 Lexington Avenue
New York, NY 10168
(212) 692-1000
Fax: (212) 692-1020
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |-|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate
Title of Each Class of To be Offering Price Offering Amount of
Securities to be Registered Registered(1) Per Share(2) Price(1)(2) Registration Fee
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per 937,500 Shares $7.18 $6,731,250 $544.56
share(3)
===================================================================================================================
(1) The securities being registered hereby consist of shares of Common Stock
issuable upon exercise of certain warrants owned by the selling security
holders. In accordance with Rule 416 under the Securities Act, this
Registration Statement also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon exercise of such
warrants to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of Regulation C under the Securities Act of 1933, as
amended, based upon the average of the high and low prices per share of the
Company's Common Stock, on November 17, 2003, on the New York Stock
Exchange.
(3) Includes preferred share purchase rights. Prior to the occurrence of
specified events, the rights will not be exercisable or evidenced
separately from the Common Stock.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in thisprospectus is not complete and may be changed. The
selling shareholders named in this prospectus may not sell these securities
until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 19, 2003
PROSPECTUS
GP STRATEGIES CORPORATION
937,500 Shares of Common Stock
We have prepared this prospectus to allow the selling stockholders we
identify herein to sell up to 937,500 shares of our Common Stock issuable upon
exercise of warrants issued to the selling stockholders by us. We will not
receive any proceeds from shares of Common Stock sold by the selling
stockholders.
The selling stockholders identified in this prospectus, or their pledgees,
donees, transferees or other successors-in-interest, may offer the shares from
time to time through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately negotiated prices.
Our Common Stock is listed on the New York Stock Exchange under the symbol
"GPX." On November 17, 2003, the closing sale price of the Common Stock on the
New York Stock Exchange was $7.10.
Investing in our Common Stock involves risks. See "Risk Factors" beginning
on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is November __, 2003
TABLE OF CONTENTS
Page
THE COMPANY....................................................3
RISK FACTORS...................................................3
SELLING STOCKHOLDERS...........................................7
PLAN OF DISTRIBUTION...........................................8
LEGAL MATTERS..................................................9
EXPERTS........................................................9
WHERE YOU CAN FIND MORE INFORMATION............................9
You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
Special Note Regarding Forward-Looking Statements
This prospectus contains "forward-looking" statements that have been made
pursuant to the Private Securities Litigation Reform Act of 1995 which reflect
our expectations regarding our future growth, results of operations, performance
and business prospects and opportunities. Wherever possible, words such as
"anticipate," "believe," "plan," "expect" and similar expressions have been used
to identify these forward-looking statements. These statements reflect our
current beliefs and are based on information currently available to us.
Accordingly, these statements are subject to risks and uncertainties, including
those listed under "Risk Factors," which could cause our actual growth, results,
performance and business prospects and opportunities to differ from those
expressed in, or implied by, these statements. Except as otherwise required by
federal securities law, we are not obligated to update or revise these
forward-looking statements to reflect new events or circumstances.
THE COMPANY
We are a New York Stock Exchange company. Our principal operating
subsidiary, General Physics Corporation, is a workforce development company that
improves the effectiveness of organizations by providing training, management
systems and engineering services to meet the specific needs of clients. Programs
have been developed for service managers and executives, engineers, sales
associates, plant operators, the maintenance and purchasing workforces and
information technology professionals in the public and private sectors in North
and South America, Europe and Asia. Clients include Fortune 500 companies,
manufacturing, process and energy industries, and other commercial and
government customers. Our executive offices are located at 777 Westchester
Avenue, White Plains, New York 10604. Our telephone number is (914) 249-9700.
General Physics maintains a Web site at http://www.genphysics.com. Nothing
contained in such Web site should be deemed a part of this prospectus.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below may not be the
only ones we will face. Additional risks and uncertainties not presently known
to us or that we currently deem not material may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially adversely
affected. In such case, the trading price of our Common Stock could decline, and
you may lose all or part of your investment.
Our history of net losses could cause us to need additional capital.
For the years ended December 31, 1999, 2000, 2001, and 2002 and the nine
months ended September 30, 2003, we have experienced net losses of $22,205,000,
$25,392,000, $945,000, $5,228,000, and $6,416,000, respectively. If such net
losses continue, we will need additional capital to fund our operations. If
adequate funds are not available, we may be required to curtail our operations.
A spin-off of non-core assets could hamper our ability to generate funds by
selling such assets.
We are actively considering transferring certain of our non-core assets
into a separate corporation and spinning off that corporation to our
stockholders. We would lose our ability to raise funds by selling any assets
that are included in any spin-off.
Our holding company structure could adversely affect our ability to pay our
expenses.
Our principal operations are conducted through our General Physics
subsidiary. General Physics' credit agreement currently limits its ability to
dividend or pay funds to us, which could adversely affect our ability to pay our
expenses.
Failure to continue to attract and retain qualified personnel could harm our
business.
Our principal resource is our personnel. A significant portion of our
revenue is derived from services and products that are delivered by instructors,
engineers, technical personnel and consultants. Our success depends upon our
ability to continue to attract and retain instructors, engineers, technical
personnel and consultants who possess the skills and experience required to meet
the needs of our clients. In order to initiate and develop client relationships
and execute our growth strategy, we must maintain and continue to hire qualified
salespeople. We must also continue to attract and develop capable management
personnel to guide our business and supervise the use of our resources.
Competition for qualified personnel can be intense. We cannot assure you that
qualified personnel will continue to be available to us. Any failure to attract
or retain qualified instructors, engineers, technical personnel, consultants,
salespeople and managers in sufficient numbers could adversely affect our
business and financial condition.
The loss of our key personnel, including Jerome I. Feldman and Scott N.
Greenberg, could harm our business.
Our success is largely dependent upon the experience and continued services
of Jerome I. Feldman, our Chairman and Chief Executive Officer, Scott N.
Greenberg, our President and Chief Financial Officer, and our other key
personnel. The loss of one or more of our key personnel and a failure to attract
suitable replacements for them may adversely affect our business.
Our revenue and financial condition could be adversely affected by the loss of
business from significant customers.
For the years ended December 31, 2001 and 2002 and the nine months ended
September 30, 2003, revenue from the United States Government represented
approximately 29%, 32%, and 40% of our revenue, respectively. However, the
revenue was derived from a number of separate contracts and subcontracts with a
variety of government agencies and contractors we regard as separate customers.
Most of our contracts and subcontracts are subject to termination on written
notice, and therefore our operations are dependent on our clients' continued
satisfaction with our services and their continued inability or unwillingness to
perform those services themselves or to engage other third parties to deliver
such services.
Failure to keep pace with technology and changing market needs could harm our
business.
Traditionally, most of our training and performance improvement services
and products have been delivered through instructors, written materials or
video. Our future success will depend upon our ability to gain expertise in
technological advances rapidly and respond quickly to evolving industry trends
and client needs. We intend to deliver many of our training and development
services and products, including some services and products previously delivered
in "traditional" formats, via interactive multimedia software, such as CD-ROM,
and distance-based media, such as video conferencing, intranets and the
Internet. We cannot assure you that we will be successful in adapting to
advances in technology, addressing client needs on a timely basis, or marketing
our services and products in multimedia software and distance-based media
formats. In addition, services and products delivered in the newer formats may
not provide comparable training results. Furthermore, subsequent technological
advances may render moot any successful expansion of the methods of delivering
our services and products. If we are unable to develop new means of delivering
our services and products due to capital, personnel, technological or other
constraints, our business and financial condition could be adversely affected.
Our business and financial condition could be adversely affected by government
limitations on contractor profitability and the possibility of cost
disallowance.
A significant portion of our revenue and profit is derived from contracts
and subcontracts with the United States Government. The United States Government
places limitations on contractor profitability; therefore, government related
contracts may have lower profit margins than the contracts we enter into with
commercial customers. Furthermore, United States Government contracts and
subcontracts are subject to audit by a designated government agency. Although we
have not experienced any material cost disallowances as a result of these
audits, we may be subject to material disallowances in the future.
Changing economic conditions in the United States could harm our business and
financial condition.
Our revenues and profitability are related to general levels of economic
activity and employment in the United States. As a result, any significant
economic downturn or recession in one or both of those countries could harm our
business and financial condition. A significant portion of our revenues are
derived from Fortune 1000-level companies and their international equivalents,
which historically have adjusted expenditures for external training during
economic downturns. If the economies in which these companies operate weaken in
any future period, these companies may not increase or may reduce their
expenditures on external training, which could adversely affect our business and
financial condition.
Our financial results are subject to quarterly fluctuations.
We experience, and expect to continue to experience, fluctuations in
quarterly operating results. Consequently, you should not deem our results for
any particular quarter to be necessarily indicative of future results. These
fluctuations in our quarterly operating results may vary because of, among other
things, the overall level of performance improvement services and products sold,
the gain or loss of material clients, the timing, structure and magnitude of
acquisitions, the commencement or completion of client engagements or custom
services and products in a particular quarter, and the general level of economic
activity. To the extent they are unexpected, downward fluctuations may result in
a decline in the trading price of our Common Stock.
Competition could adversely affect our performance.
The training industry is highly fragmented and competitive, with low
barriers to entry and no single competitor accounting for a significant market
share. Our competitors include several large publicly traded and privately held
companies, vocational and technical training schools, degree-granting colleges
and universities, continuing education programs and thousands of small privately
held training providers and individuals. In addition, many of our clients
maintain internal training departments. Some of our competitors offer similar
services and products at lower prices, and some competitors have significantly
greater financial, managerial, technical, marketing and other resources.
Moreover, we expect to face additional competition from new entrants into the
training and performance improvement market due, in part, to the evolving nature
of the market and the relatively low barriers to entry.
We are subject to potential environmental liabilities and liabilities associated
with nuclear incidents.
We provide services that could subject us to significant environmental,
third party and professional liability. If we were found to have been negligent
or to have breached our obligations to our clients, we could be exposed to
significant fines and penalties and third-party liabilities and our reputation
could be adversely affected. Although we believe that we currently have
appropriate insurance coverage, since 2000 we have experienced increasing
premiums and decreasing quality of available insurance coverage, and we may not
be able to obtain appropriate coverage on a cost-effective basis in the future.
In addition, we do not presently have coverage for all of the risks to which we
are subject. For example, liabilities associated with nuclear incidents may not
be covered by our insurance policies, or by indemnification provisions contained
in agreements with clients. In addition, these liabilities may not be covered by
federal legislation providing liability protection for licensees of the Nuclear
Regulatory Commission, typically utilities, for some damages caused by nuclear
incidents because we are not a licensee. Finally, few of our contracts with
clients contain a waiver or limitation of liability. A nuclear incident could
adversely affect our business and financial condition.
We also provide environmental engineering services to our clients,
including the development and management of site environmental remediation
plans. Although we subcontract most remediation construction activities, and in
all cases subcontract the removal and off-site disposal and treatment of
hazardous substances, we could be subject to liability relating to the
environmental services we perform directly or through subcontracts.
Specifically, if we were deemed under federal and state legislation, including
"Superfund" legislation, to be an "operator" of sites to which we provide
environmental engineering and support services, we could be subject to
liabilities. Our insurance policies may not provide coverage for these risks.
Various mechanisms exist whereby the United States Government may limit
liability for environmental claims and losses or indemnify us for such claims or
losses under governmental contracts. Nonetheless, incurrence of any substantial
"Superfund" or other environmental liability could adversely affect our business
and financial condition.
We do not anticipate paying cash dividends on our Common Stock.
We do not, in the foreseeable future, anticipate paying any cash dividends
on our Common Stock.
Our Chief Executive Officer and directors can exercise significant influence
over GP Strategies.
The holder of a share of our Common Stock is entitled to one vote per share
and the holder of a share of our Class B capital stock is entitled to ten votes
per share. As of September 15, 2003, Jerome I. Feldman, our Chairman and Chief
Executive Officer, beneficially owned shares of Common Stock and Class B capital
stock constituting 21% of our voting stock; Harvey Eisen, one of our directors,
beneficially owned shares of Common Stock and Class B capital stock constituting
18% of our voting stock; and EGI-Fund (02-04) Investors, L.L.C., which has
designated Mark Radzik to be one of our directors, beneficially owns shares of
Common Stock and Class B capital stock constituting 14% of our voting stock.
Messrs. Feldman and Eisen and EGI will be able to influence our management and
affairs and all matters requiring stockholder approval, including the election
of directors and approval of significant corporate transactions. This
concentration of ownership may have the effect of delaying, discouraging or
preventing a change in control and might affect the market price of our Common
Stock.
Our stockholder rights plan and authorized preferred stock could make a third-
party acquisition of us difficult.
We have a stockholder rights plan. Our stockholder rights plan would cause
substantial dilution to any person or group that attempts to acquire us on terms
not approved in advance by our Board of Directors. In addition, our certificate
of incorporation allows us to issue up to 5,000,000 shares of preferred stock,
the rights, preferences, qualifications, limitations, and restrictions of which
may be fixed by the Board of Directors without any further vote or action by the
stockholders. The stockholder rights plan, the ability to issue preferred stock,
and certain provisions in our by-laws may have the effect of delaying,
discouraging or preventing a change in control and might affect the market price
of our Common Stock.
Our certificate of incorporation may discourage foreign ownership of our Common
Stock.
The United States Departments of Energy and Defense have policies regarding
foreign ownership, control or influence over government contractors who have
access to classified information, and inquire as to whether any foreign interest
has beneficial ownership of 5% or more of a contractor's or subcontractor's
voting securities. If either Department determines that an undue risk to the
common defense and security of the United States exists, it may, among other
things, terminate the contractor's or subcontractor's existing contracts. Our
certificate of incorporation allows us to redeem or require the prompt
disposition of all or any portion of the shares of our Common Stock owned by a
foreign stockholder beneficially owning 5% or more of the outstanding shares of
our Common Stock if either Department threatens termination of any of our
contracts as a result of such an ownership interest. These provisions may have
the additional effect of delaying, discouraging or preventing a change in
control and might affect the market price of our Common Stock.
SELLING STOCKHOLDERS
This prospectus relates to the offering by the selling stockholders named
in this prospectus of up to 937,500 shares of our Common Stock issuable upon the
exercise of warrants acquired by the selling stockholders from us in a private
placement.
Pursuant to a Note and Warrant Purchase Agreement dated August 8, 2003, we
issued and sold to four Gabelli funds $7,500,000 aggregate principal amount of
6% Conditional Subordinated Notes due 2008 (the "Notes") and 937,500 warrants
(the "Warrants"), each entitling the holder thereof to purchase (subject to
adjustment) one share of our Common Stock. The aggregate purchase price for the
Notes and the Warrants was $7,500,000.
The Notes bear interest at the rate of 6% per annum payable semi-annually
commencing on December 31, 2003 and mature August 2008. The Notes are secured
by a mortgage on our property located in Pawling, New York. At any time that
less than $1,875,000 principal
amount of Notes are outstanding, we may defease the obligations secured by the
mortgage and obtain a release of the lien of the mortgage by depositing with an
agent for the Noteholders bonds or government securities with an investment
grade rating by a nationally recognized rating agency which, without
reinvestment, will provide cash on the maturity date of the Notes in an amount
not less than the outstanding principal amount of the Notes.
The Warrants have an exercise price of $8.00 per share and are exercisable
at any time until August 2008. The exercise price may be paid in cash, by
delivery of Notes, or a combination of the two. The Warrants contain
anti-dilution provisions for stock splits, reorganizations, mergers, and similar
transactions. Under a registration rights agreement, we were required, at our
expense, to file, not later than November 12, 2003, a registration statement to
register under the Securities Act the resale by the holders of the Warrants of
the shares of Common Stock issuable upon exercise of the Warrants, and to use
our best efforts to cause such registration statement to become effective.
Accordingly, we filed a Registration Statement on Form S-3, of which this
prospectus forms a part, on November __, 2003 with respect to those shares. The
registration rights agreement also affords certain other registration rights in
favor of the holders of the Warrants.
In July 2002, we announced that we were actively considering a spin-off of
certain of our non-core assets, including our optical plastics business, MXL
Industries Inc. ("MXL"), into a separate corporation named National Patent
Development Corporation ("NPDC"). In the spin-off, it is contemplated that each
holder of our Common Stock will receive one share of NPDC Common Stock for each
share of our Common Stock or Class B capital stock held. The Note and Warrant
Purchase Agreement provides that, on completion of the spin-off, NPDC will issue
warrants ("NPDC Warrants") to the holders of the Warrants. The NPDC Warrants
will entitle the holders to purchase, in the aggregate, a number of shares of
NPDC Common Stock equal to 8% of the number of shares outstanding at completion
of the spin-off, subject to reduction for any Warrants exercised prior to the
spin-off. The NPDC Warrants will be issued to the holders of the Warrants on the
record date for the spin-off, and allocated among them pro-rata based on the
respective number of Warrants held by them on such date. The exercise price of
the Warrants will be adjusted to take into account the spin-off and issuance of
the NPDC Warrants by multiplying the exercise price of the Warrants in effect
immediately prior to the spin-off by a fraction, the numerator of which is the
average closing price of our Common Stock over the 20 consecutive trading days
commencing on the record date of the spin-off, and the denominator is the sum of
the average closing prices of our Common Stock and NPDC Common Stock over the
same period (assuming the issuance in the spin-off of one share of NPDC Common
Stock for each share of our Common Stock or Class B capital stock held). The
exercise price of the NPDC Warrants will be 160% of the average closing price of
the NPDC Common Stock over the 20 consecutive trading days commencing on the
record date of the spin-off. The NPDC Warrants will be exercisable at any time
after their exercise price is calculated through August 2008. The NPDC Warrants
will have anti-dilution provisions similar to those contained in the Warrants.
NPDC has agreed to provide the holders of the NPDC Warrants with registration
rights similar to those provided by us to the holders of the Warrants.
In connection with the spin-off, we intend to contribute the Pawling
property, subject to the mortgage, to MXL. MXL will assume the mortgage, but
without liability for repayment of the Notes or any other obligations of ours
under the Note and Warrant Purchase Agreement (other than foreclosure on such
property). If there is a foreclosure on the mortgage for payment of the Notes,
we have agreed to indemnify MXL for loss of the value of the property.
The spin-off is still subject to certain conditions, including certain
Securities and Exchange Commission filings. If the spin-off does not occur by
January 2005, the Noteholders will have the right to require us to redeem the
Notes and Warrants. There can be no assurance that the spin-off will be
consummated.
The following table sets forth important information with respect to each
selling stockholder as of November 17, 2003, to our knowledge:
o the name and position or other relationship with our company within the
past three years of the selling stockholder;
o the number of shares of our Common Stock beneficially owned by the
selling stockholders prior to this offering;
o the number of shares of Common Stock being offered through this
prospectus; and
o the number and percentage of our outstanding shares of Common Stock to
be beneficially owned by the selling stockholders after the sale of
Common Stock being offered through this prospectus.
The selling stockholders do not have to sell any of the shares of Common
Stock being offered through this prospectus.
Number of Shares
Number of Shares Offered by this Shares Beneficially Owned
Beneficially Owned Prospectus(1) After the Offering
---------- ------------------
Selling Stockholder Prior to the Offering Number
Percentage
The Gabelli Small Cap Growth Fund(2) 250,000 250,000 - -
The Gabelli Convertible Securities and 250,000 250,000 - -
Income Fund Inc(2)
The Gabelli Equity Income Fund(2) 250,000 250,000 - -
The Gabelli ABC Fund(2) 187,500 187,500 - -
-----------------------
(1) Consists of shares of our Common Stock issuable to such selling
stockholders upon exercise of the Warrants owned by such
selling stockholders.
(2) See "Selling Stockholders" for a description of the relationship
between us and each of the selling stockholders.
PLAN OF DISTRIBUTION
The Common Stock being offered by the selling stockholders, or by their
respective pledgees, donees, distributees, transferees, or other successors in
interest, will be sold in one or more transactions (which may involve block
transactions) on the New York Stock Exchange or on another market on which the
Common Stock may from time to time be trading, in privately-negotiated
transactions, through the writing of options on the Common Stock, short sales or
any combination thereof. The sale price to the public may be the market price
prevailing at the time of sale, a price related to the prevailing market price
or at any other price as the selling stockholders determine from time to time.
The selling stockholders shall have the sole and absolute discretion not to
accept any purchase offer or make any sale of Common Stock if they deem the
purchase price to be unsatisfactory at any particular time.
The selling stockholders may also sell the Common Stock directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Brokers acting as agents for the selling
stockholders will receive usual and customary commissions for brokerage
transactions, and market makers and block purchasers purchasing the Common Stock
will do so for their own account and at their own risk. It is possible that the
selling stockholders will attempt to sell shares of Common Stock in block
transactions to market makers or other purchasers at a price per share which may
be below the then market price. In addition, the selling stockholders or their
successors in interest may enter into hedging transactions with broker-dealers
who may engage in short sales of Common Stock in the course of hedging the
positions they assume with a selling stockholder. There can be no assurance that
all or any of the Common Stock offered hereby will be issued to, or sold by, the
selling stockholders.
The selling stockholders and any other persons participating in the sale or
distribution of the Common Stock will be subject to applicable provisions of the
Securities Exchange Act and the rules and regulations thereunder. These rules
may limit the timing of purchases and sales of any of the Common Stock by the
selling stockholders or any other person participating in the distribution.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and other market
activities with respect to the Common Stock for a specified period of time
before the distribution begins. These restrictions may reduce the marketability
of the Common Stock.
We have agreed to indemnify the selling stockholders against potentially
significant liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the shares of Common Stock
offered by this prospectus have been passed upon by Andrea D. Kantor, our Vice
President and General Counsel. As of November 17, 2003, Ms. Kantor owned 4,980
shares of our Common Stock and had options to purchase 48,332 shares of our
Common Stock.
EXPERTS
Our consolidated financial statements as of December 31, 2002 and 2001 have
been incorporated in this prospectus by reference to our Annual Report on Form
10-K for the year ended December 31, 2002. These financial statements have been
incorporated in this prospectus by reference in reliance on the report of KPMG
LLP, independent accountants, upon authority of said firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
public reference facilities of the SEC located at 450 Fifth Street N.W.,
Washington D.C. 20549. You may obtain information on the operation of the SEC's
public reference facilities by calling the SEC at 1-800-SEC-0330. You can also
access copies of this material electronically on the SEC's home page on the
World Wide Web at http://www.sec.gov.
This prospectus is part of a registration statement (Registration No. 333-)
we filed with the SEC. The SEC permits us to "incorporate by reference" the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file with the SEC after the date of this prospectus will
automatically update and supersede this information. However, any information
contained herein shall modify or supersede information contained in documents we
filed with the SEC before the date of this prospectus. We incorporate by
reference our Annual Report on Form 10-K for the year ended December 31, 2002,
our Quarterly Reports for the quarters ended March 31, 2003, June 30, 2003, and
September 30, 2003, and our Current Reports on Form 8-K, dated March 31, 2003,
May 15, 2003, June 30, 2003, October 8, 2003, and October 21, 2003, and the
description of our Common Stock contained in our registration statement on Form
8-A filed on March 12, 1998, filed by us with the SEC. We also incorporate by
reference any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until we sell all of
the shares of Common Stock being registered or until this offering is otherwise
terminated.
You may write or telephone us to obtain at no cost a copy of any or all of
the documents incorporated by reference. You should direct written requests to
GP Strategies Corporation, 777 Westchester Avenue, White Plains, New York 10604,
Attn: Secretary. Our telephone number is (914) 249-9700. However, we will not
send you exhibits to a document, unless the exhibits are specifically
incorporated by reference in the document.
GP Strategies Corporation
Common Stock
PROSPECTUS
NOVEMBER __, 2003
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with this
offering. All of the amounts (except the SEC registration fee) are estimated.
SEC registration fee $ 544.56
Legal fees and expenses 3,000.00
Accounting fees and expenses 9,800.00
Miscellaneous 0
-----------
Total $13,344.56
==============
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), a corporation may indemnify its directors, officers, employees and
agents and its former directors, officers, employees and agents and those who
serve, at the corporation's request, in such capacities with another enterprise,
against expenses (including attorney's fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The DGCL provides,
however, that such person must have acted in good faith and in a manner he or
she reasonably believed to be in (or not opposed to) the best interests of the
corporation and, in the case of a criminal action, such person must have had no
reasonable cause to believe his or her conduct was unlawful. In addition, the
DGCL does not permit indemnification in an action or suit by or in the right of
the corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnity for costs the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.
The Company's By-Laws provide that the Company shall, subject to the
limitations contained in the DGCL, as amended from time to time, indemnify all
persons whom it may indemnify pursuant thereto.
The Company's Certificate of Incorporation provides that no director shall
be liable for monetary damages to the Registrant or its stockholders for any
breach of fiduciary duty, except to the extent provided by applicable law (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL, or (iv) for any transaction from which such director derived an
improper personal benefit.
Item 16. Exhibits.
Number Description
5.1 Opinion of Andrea D. Kantor, Esq.
23.1 Consent of KPMG LLP
23.2 Consent of Andrea D. Kantor, Esq. (contained in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3)of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities and Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of White Plains, the State of New York, on the 19th day
of November, 2003.
GP STRATEGIES CORPORATION
Jerome I. Feldman
Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jerome I. Feldman and Scott N. Greenberg, and
each of them, with full power of substitution and resubstitution and each with
full power to act without the other, his or her true and lawful attorney-in-fact
and agent, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission or any state, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Date: November 19, 2003 Jerome I. Feldman
Chief Executive Officer and Chairman of
the Board (Principal Executive Officer)
Date: November 19, 2003 Scott N. Greenberg
President, Chief Financial Officer, and Director
(Principal Financial and Accounting Officer)
Date: November 19, 2003 Harvey P. Eisen
Director
Date: November 19, 2003 Marshall S. Geller
Director
Date: November 19, 2003 Roald Hoffmann
Director
Date: November 19, 2003 Bernard M. Kauderer
Director
Date: November 19, 2003 Mark A. Radzik
Director
Date: November 19, 2003 Ogden R. Reid
Director
Date: November 19, 2003 Gordon Smale
Director