UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 23, 2005
GP Strategies Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-7234 13-1926739
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(Commission File Number) (IRS Employer Identification No.)
777 Westchester Avenue, White Plains, NY 10604
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(Address of Principal Executive Offices) (Zip Code)
(914) 249-9700
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 40.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
At a meeting of the Board of Directors (the "Board") of GP Strategies
Corporation (the "Company") on December 23, 2005, the Board authorized and
directed the Company to enter into an Indemnification Agreement (each, an
"Indemnification Agreement") with each of Scott N. Greenberg, Director,
President and Chief Executive Officer of the Company, Sharon Esposito-Mayer,
Executive Vice President and Chief Financial Officer of the Company, and Andrea
D. Kantor, Executive Vice President and General Counsel of the Company, as well
as with the Directors of the Company: Jerome I. Feldman, Harvey P. Eisen,
Marshall S. Geller, Scott R. Peppet, Richard C. Pfenniger, Jr., Ogden R. Reid
and Matthew Zell. Each Indemnification Agreement will provide that the Company
be required to contractually indemnify and advance expenses on behalf of such
person if he or she is made or threatened to be made a party or a participant in
a proceeding by reason of the fact that he or she was a director and/or officer,
as applicable, of the Company, subject to certain exceptions, to the fullest
extent permitted by applicable law. The Indemnification Agreements are in
addition to the Company's indemnification obligations to such persons pursuant
to the Company's Amended and Restated By-Laws, the Restated Certificate of
Incorporation and any indemnification that such persons may otherwise be
entitled to pursuant to the General Corporation Law of the State of Delaware.
A copy of the form of Indemnification Agreement is attached as Exhibit
10.1 to this report and this summary is qualified by reference to such form of
Indemnification Agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description of Exhibit
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10.1 Form of Indemnification Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GP Strategies Corporation
Date: December 30, 2005 By: /s/ Andrea D. Kantor
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Andrea D. Kantor
Executive Vice President and General Counsel
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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10.1 Form of Indemnification Agreement.