SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 10, 2003
GSE Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-26494 52-1868008
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
9189 Red Branch Road, Columbia, MD 21045
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (410) 772-3500
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On September 26, 2003, GSE Systems, Inc. announced that it sold its
Process Solutions business unit to NovaTech, LLC.
Under the terms of the Asset Purchase Agreement, NovaTech purchased the
operating assets of the Process Solutions business unit (including all
intellectual property rights) and assumed certain liabilities and obligations
relating to the business. The purchase price was $5.5 million in cash plus an
earn-out based on calendar year 2004 revenue. The purchase price was determined
based on arms' length negotiations between the parties.
NovaTech, LLC is a leading vendor-independent provider of SCADA
systems, remote monitoring, and automation systems for the electric utility and
oil and gas industries, based in Kansas City, MO.
The summary of the transaction described above is qualified by reference
to the Asset Purchase Agreement, by and between GSE Process Solutions, Inc. and
NovaTech Acquisition, LLC dated September 25, 2003, and a press release dated
September 26, 2003, which are attached as exhibits hereto and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Statements.
The pro forma financial information required to be filed
pursuant to Item 7(b) of Form 8-K is attached hereto as
Exhibit 99.2.
(c) Exhibits
The following Exhibits are filed herewith:
10.1 Asset Purchase Agreement by and between GSE Process Solutions,
Inc. and NovaTech Acquisition, LLC, dated September 25, 2003. Pursuant
to Item 601(b)(2) of Regulation S-K, the schedules to the Agreement are
omitted.
99.1 Press Release regarding the signing of the Asset Purchase
Agreement by and between GSE Process Solutions, Inc. and NovaTech
Acquisition, LLC, dated September 26, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: October 10, 2003 GSE Systems, Inc.
/s/Jeffery G. Hough
Name: Jeffery G. Hough
Title: Senior VP, CFO & Secretary