As filed with the Securities and Exchange Commission on August 1, 2002
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)
9 West 57th Street, Suite 4170
New York, NY 10019
(212) 826-8500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Jerome I. Feldman
Chief Executive Officer
GP Strategies Corporation
9 West 57th Street, Suite 4170
New York, NY 10019
(212) 826-8500
(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 3,934,661 Shares $4.375 $17,214,141.88 $1,583.70
share(3)
===================================================================================================================
(1) The securities being registered hereby consist of shares of common stock
offered from time to time for resale by certain selling security holders,
including shares of common issuable upon conversion of shares of Class B
stock owned by such selling security holders.
(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 July 26, 2002, 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 this prospectus is not complete and may be changed. We 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 any offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 1, 2002
PROSPECTUS
3,934,661 Shares of Common Stock
We have prepared this prospectus to allow the selling stockholders we
identify herein to sell up to 3,334,661 shares of our common stock and up to
600,000 additional shares of our common stock issuable upon conversion of shares
of our Class B stock. We will not receive any proceeds from shares of common
stock sold by the selling stockholders.
Our common stock is listed on the New York Stock Exchange under the symbol
"GPX." On August __, 2002, the last sale price of the common stock was $______.
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 August __, 2002
TABLE OF CONTENTS
Page
THE COMPANY.....................................................3
RISK FACTORS....................................................3
SELLING STOCKHOLDERS............................................7
PLAN OF DISTRIBUTION............................................9
LEGAL MATTERS...................................................9
EXPERTS........................................................10
WHERE YOU CAN FIND MORE INFORMATION............................10
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 9 West 57th Street,
Suite 4170, New York, NY 10019. Our telephone number is (212) 826-8500. 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, 1998, 1999, 2000, and 2001, we have
experienced net losses of $2,061,000, $22,205,000, $25,392,000 and $945,000,
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 announced at our 2002 annual meeting of stockholders that we are
actively considering (subject to a number of conditions, including the receipt
of a favorable tax opinion and the consent of our lenders) 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.
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, 2000 and 2001 and the quarter ended March
31, 2002, revenue from the United States Government represented approximately
24%, 29% and 33% 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. In 2000,
2001 and the first quarter of 2002, except for General Motors Corporation, which
accounted for approximately 14%, 11% and 6% of our revenue, respectively, no
other customer accounted for more than 10% of our revenue. 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 State and the United Kingdom 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 and the United Kingdom. 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 stock is entitled to ten votes per
share. Jerome I. Feldman, our chief executive officer, beneficially owns shares
of common stock and Class B stock constituting 21% of our voting stock. Harvey
Eisen, one of our directors, beneficially owns shares of common stock and Class
B stock constituting 19% of our voting stock. Mark Radzik, another of our
directors, is the designee of EGI-Fund (02-04) Investors, L.L.C., which
beneficially owns shares of common stock and Class B stock constituting 15% 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 and the ability to issue preferred
stock 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 3,334,661 shares of our common stock and up to
600,000 additional shares of our common stock issuable upon conversion of shares
of Class B stock. The shares of common stock offered in this prospectus were
acquired in private placements or in the open market or may be acquired upon the
conversion of shares of Class B stock acquired in private placements.
The following table sets forth important information with respect to
each selling stockholder as of July 15, 2002:
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 (including shares issuable upon conversion of
Class B stock or upon exercise of options that are exercisable
within 60 days of July 15, 2002) 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 all 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
Bedford Oak Partners, L.P.(2) 2,431,500(3)(4) 2 ,431,500(3)(4) -(4) -
EGI-Fund (02-04) Investors, L.L.C.(5) 1,250,000(6)(7) 1,250,000(6)(7) -(7) -
Marshall S. Geller(8) 208,296(9) 203,161 5,135(9) Less than 1%
Perry Lewis 50,000 50,000 - -
-----------------------
(1) Consists of shares of our common stock currently owned by the selling
stockholders as well as shares of our common stock issuable to such selling
stockholders upon conversion of shares of our Class B stock owned by such
selling stockholders.
(2) Harvey P. Eisen, a director of our company, is the managing member of
Bedford Oak Advisors, LLC, the investment manager of Bedford Oak Partners,
L.P.
(3) Includes 300,000 shares of common stock issuable upon conversion of 300,000
shares of Class B stock beneficially owned by Bedford Oak Partners, L.P.
(4) Does not include 135 shares of common stock owned directly by Harvey P.
Eisen.
(5) Mark A. Radzik, a director of our company, is the designee of EGI to our
board of directors.
(6) Includes 300,000 shares of common stock issuable upon conversion of 300,000
shares of Class B stock beneficially owned by EGI.
(7) Does not include 269 shares of common stock owned directly by Mark A.
Radzik
(8) Mr. Geller is a director of the Company.
(9) Includes 5,000 shares of common stock issuable upon exercise of currently
exercisable stock options.
Pursuant to an agreement dated October 19, 2001, we sold to Bedford Oak
in a private placement transaction 300,000 shares of our Class B stock for
$900,000. Upon the disposition of any of such shares (other than to an affiliate
of Bedford Oak who agrees to be bound by the provisions of our agreement with
Bedford Oak) or at the request of our board of directors, Bedford Oak is
required to exercise the right to convert all of such shares then owned by
Bedford Oak into an equal number of shares of our common stock. We are required,
at our expense, to file a registration statement to register under the
Securities Act the resale by Bedford Oak of the shares of common stock issuable
upon conversion of the shares of Class B stock sold to Bedford Oak, and to use
our commercially reasonable efforts to cause the such registration statement to
become effective under the Securities Act on the earliest possible date. On any
date prior to October 19, 2003 during which such registration statement is not
effective under the Securities Act, Bedford Oak has the right to require us to
purchase from Bedford Oak all, but not less than all, of the shares of Class B
stock (and shares of common stock issued upon conversion of such shares) for a
purchase price equal to the product of (i) the number of such shares owned by
Bedford Oak and (ii) the current market price per share of our common stock. We
may pay the purchase price by delivering to Bedford Oak cash or shares of common
stock of Millennium Cell Inc.
Pursuant to an agreement dated May 3, 2002, we sold to Bedford Oak in a
private placement transaction 1,200,000 shares of our common for $4,200,000. We
are required, at our expense, to file, not later than September 30, 2002, a
registration statement to register under the Securities Act the resale by
Bedford Oak of such shares, and to use our commercially reasonable efforts to
cause such registration statement to become effective under the Securities Act
on the earliest possible date.
Pursuant to an agreement dated May 3, 2002, we sold to Marshall Geller
in a private placement transaction 100,000 shares of our common stock for
$350,000. We are required, at our expense, to file, not later than September 30,
2002, a registration statement to register under the Securities Act the resale
by Bedford Oak of such shares, and to use our commercially reasonable efforts to
cause such registration statement to become effective under the Securities Act
on the earliest possible date.
Pursuant to an agreement dated May 3, 2002, we sold to EGI in a private
placement transaction 1,000,000 shares of our common stock for $3,500,000 and
300,000 shares of our Class B stock for $1,260,000. Until such time as EGI has
disposed of more than 50% (other than to permitted transferees) of such shares,
EGI is entitled to designate one representative to serve as a member of our
board of directors, subject to our approval. Upon the disposition of any of such
shares of Class B stock (other than to an affiliate of EGI or to a transferee
approved by our board of directors who in each case agrees to be bound by the
provisions of our agreement with EGI), EGI is required to exercise the right to
convert all of such shares of Class B stock then owned by EGI into an equal
number of shares of our common stock. Until May 3, 2003, we have the right to
purchase all, but not less than all, of such shares of Class B stock then owned
by EGI at a price per share equal to the greater of (i) the 90 day trailing
average of the closing prices of our common stock and (ii) $5.25. If we exercise
such right, EGI has the right to sell to us all or part of such shares of common
shares then owned by EGI at a price per share of $3.50. If EGI exercises such
right and we do not then have adequate liquidity, the repurchase of such shares
of common stock may take place over a period of 21 months.
We are required, at our expense, to file, not later than August 1,
2002, a registration statement to register under the Securities Act the resale
by EGI of the shares of common stock sold to EGI and the shares of common stock
issuable upon conversion of the shares of Class B stock sold to EGI, and to use
our reasonable efforts to cause such registration statement to become effective
under the Securities Act.
We have entered into an advisory services agreement with EGI providing
that, to the extent we request and deemed appropriate by EGI, EGI shall assist
us in developing, identifying, evaluating, negotiating, and structuring
financings and business acquisitions. We have agreed to pay EGI a transaction
fee equal to 1% of the proceeds we receive in a financing, or of the
consideration we pay in a business acquisition, in respect of which EGI has
provided material services.
Until November 3, 2003, EGI has agreed not to (a) effect, propose to
effect, or participate in (i) any acquisition of any of the assets of us or any
of our subsidiaries; (ii) any tender or exchange offer, merger, or other
business combination involving us or any of our subsidiaries not approved by our
board of directors; (iii) any recapitalization, restructuring, liquidation,
dissolution, reverse stock split, or other extraordinary transaction with
respect to us or any of our subsidiaries not approved by our board of directors;
or (iv) any solicitation of a proxy to vote any of our voting securities; (b)
form, join, or participate in a group with non-affiliates; (c) otherwise seek to
control or influence our management, board of directors, or policies, except
through EGI's designee on our board of directors; (d) take any action which
might obligate us to make a public announcement regarding any of the types of
matters set forth in (a) above; or (e) enter into any discussions or
arrangements with any third party with respect to any of the foregoing.
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, or their
respective transferees or assignees, 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 July 15, 2002, Ms. Kantor owned 3,238
shares of our common stock and had options to purchase 22,666 shares of our
common stock.
EXPERTS
Our consolidated financial statements as of December 31, 2001 and 2000 have
been incorporated in this prospectus by reference to our Annual Report on Form
10-K for the year ended December 31, 2001. 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, 2001
and our Quarterly Report for the quarter ended March 31, 2002 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, 9 West 57th Street, Suite 4170, New York, NY 10019,
Attn: Secretary. Our telephone number is (212) 826-8500. 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
AUGUST __, 2002
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 $1,583.70
Legal fees and expenses 5,000.00
Accounting fees and expenses 2,500.00
Miscellaneous 416.30
------
Total $9,500.00
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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 New York, the State of New York, on the 1st day of
August , 2002.
GP STRATEGIES CORPORATION
BY: 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: August 1, 2002 Jerome I. Feldman
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
Date: August 1, 2002 Scott N. Greenberg
President, Chief Financial Officer, and Director
(Principal Financial and Accounting Officer)
Date: August 1, 2002 Marshall S. Geller
Director
Date: August 1, 2002 Roald Hoffmann
Director
Date: August 1, 2002 Bernard M. Kauderer
Director
Date: August 1, 2002 Ogden R. Reid
Director
Date: August 1, 2002 Gordon Smale
Director