As filed with the Securities and Exchange Commission on October 10, 2008April 3, 2012

Registration No. 333-                333-180098

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

 

Amendment No. 1

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

GSI GROUP INC.

(Exact Namename of Registrantregistrant as Specifiedspecified in its Charter)charter)

 

New Brunswick, Canada 98-0110412
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)No.)

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(781) 266-5700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

125 Middlesex Turnpike, Bedford, Massachusetts 01730

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (781) 266-5700

Dr. Sergio Edelstein

President andJohn A. Roush, Chief Executive Officer

GSI Group Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

Telephone: (781) 266-5700

(Name, Address, includingIncluding Zip Code, and Telephone Number, includingIncluding Area Code, of Agent forFor Service)

 

Copies of all correspondenceCopy to:

Katharine A. Martin,James C. Gorton, Esq.

Robert Sanchez,Senet S. Bischoff, Esq.

Wilson Sonsini Goodrich & RosatiDennis G. Craythorn, Esq.

Professional CorporationLatham & Watkins LLP

650 Page Mill Road885 Third Avenue

Palo Alto, CA 94304New York, New York 10022

(650) 493-9300(212) 906-1200

 

Approximate Datedate of Commencementcommencement of Proposed Saleproposed sale to the Publicpublic:: From time to time after the effective date of this registration statement.

If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this formForm 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 formForm 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 formForm 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 this formForm is a registration statement pursuant to General Instruction I.D. or a post effectivepost-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this formForm is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

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

 

Large accelerated filer    ¨

Accelerated filer    x

Non-acceleratedLarge accelerated filer¨

 

¨

Accelerated filerx
Non-accelerated filer¨  (do not check if a smaller reporting company)Smaller reporting company¨

 ¨

 

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered

 

 

Amount to be
Registered(1)(2)

 

 

Proposed Maximum Offering
Price per Share(3)

 

 

Proposed Maximum
Aggregate Offering Price(3)

 

 

Amount of

Registration Fee

 

 Common Shares, no par value 

 

 5,882,520 $2.63 $15,471,027.60 $608.01
(1)Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of common shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(2)Represents shares issued upon exercise of outstanding warrants to purchase common shares for $0.01 per share.
(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low sales prices of the registrant’s common shares on October 8, 2008, as reported on the NASDAQ Global Select Market.

The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment whichthat specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, of 1933as amended, or until the Registration Statementthis registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said

Section 8(a), may determine.


EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-3 of GSI Group Inc. (the “Company”) is being filed solely for the purpose of filing a revised Exhibit 5.1 to the Registration Statement and to add language to the section entitled “WHERE YOU CAN FIND MORE INFORMATION” to incorporate by reference certain documents filed by the Company under the Securities Exchange Act of 1934 prior to the effectiveness of the Registration Statement as contemplated by Division of Corporation Finance Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.05.

Except as described above, no changes have been made to the Registration Statement.


The information in this prospectus is not complete and may be changed. The selling stockholdersWe may not sell these securities until the Registration Statementregistration statement filed with the Securities and Exchange Commission becomesis effective. This prospectus is not an offer to sell these securities and we areit is not soliciting offersan offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED OCTOBER 10, 2008

PROSPECTUS

Subject to completion, dated April 3, 2012.

LOGO

GSI GROUP INC.Group Inc.

5,882,520 $200,000,000

Debt Securities

Common Shares

 

 

We may offer, from time to time, to sell any combination of debt securities and common shares described in this prospectus in one or more offerings. The aggregate initial offering price of the securities that we offer under this prospectus will not exceed $200,000,000. This prospectus provides a general description of the securities we may offer. Each time we sell securities, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in any securities. This prospectus may not be used by us to sell securities unless accompanied by a prospectus supplement.

We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution of securities, please see “Plan of Distribution” in this prospectus.

In addition, the selling stockholdersshareholder named in this prospectus on page 19 below are offeringmay offer, from time to selltime, up to an aggregate2,800,000 of 5,882,520 common shares, no par value, of GSI Group Inc. We issued these common shares to the selling stockholders upon the automatic exercise of warrants to purchase our common shares for $0.01 per share, which may be on a cashless basis, concurrently with the effective time of the registration statement of which this prospectus is a part. On August 20, 2008, we issued these warrants to the selling stockholders in a private placement and agreed to register the common shares issuable upon exercise of these warrants for resale under the Securities Act of 1933, as amended, pursuant to the registration statement of which this prospectus is a part.shares. We will not receive any of the proceeds from the sale of theour common shares that may be sold by the selling stockholders.shareholder. To the extent that any selling shareholder resells any common shares, the selling shareholder may be required to provide you with this prospectus and a prospectus supplement containing specific information about the offering.

The selling stockholdersshareholder may sell alloffer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. For a portiondescription of the plan of distribution of the common shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the common shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The common shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. We provide more information about how the selling stockholders may sell their common shares in the section entitledshareholder, please see “Plan of Distribution” beginning on page 22 ofin this prospectus. We have agreed to pay all expensesIf required, the prospectus supplement for each offering of securities by the selling shareholder will describe in connection withdetail the registrationplan of these common shares.distribution for that offering.

Our common shares are tradedlisted for trading on the NASDAQ Global Select Market under the symbol “GSIG.” On October 9, 2008,March 13, 2012, the NASDAQ official closing price of our common shares on the NASDAQ Global Select Market was $2.41$11.51 per share.

 

 

Investing in our common sharessecurities involves a high degree of risk.risks. See “Risk Factors” beginningRisk Factors on page 42 of this prospectus, to read about factors you should consider before buying our common shares.in the documents incorporated into this prospectus and in any applicable prospectus supplement.

 

 

Neither the Securities and Exchange Commission, also referred to herein as the “SEC” or “Commission”, nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                  October [], 2008.2012.


TABLE OF CONTENTS

 

Page

Prospectus SummaryABOUT THIS PROSPECTUS

  1ii

Risk FactorsWHERE YOU CAN FIND MORE INFORMATION

  4iii

Forward-Looking StatementsDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

  17iv

Use Of ProceedsABOUT GSI GROUP INC.

  181

Selling StockholdersRISK FACTORS

  192

Plan Of DistributionUSE OF PROCEEDS

  223

Legal MattersRATIO OF EARNINGS TO FIXED CHARGES

  244

ExpertsSELLING SHAREHOLDERS

  245

Where You Can Find More InformationDESCRIPTION OF COMMON SHARES

  246

DESCRIPTION OF DEBT SECURITIES

10

GLOBAL SECURITIES

18

PLAN OF DISTRIBUTION

21

LEGAL MATTERS

23

EXPERTS

23

ENFORCEMENT OF CIVIL LIABILITIES

23

LIMITATION ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

23

i


ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate dollar amount of $200,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. We may only use this prospectus to sell the securities if it is accompanied by a prospectus supplement.

This prospectus also may be used by the selling shareholder identified in this prospectus to sell up to 2,800,000 of our common shares. We will not receive any proceeds from the sale of any of our common shares offered under this prospectus by the selling shareholder. To the extent that any selling shareholder resells any common shares, the selling shareholder may be required to provide you with this prospectus and a prospectus supplement containing specific information about the offering.

You should rely only on the information contained or incorporated by reference inread both this prospectus and any accompanying prospectus supplement. supplement, including all documents incorporated herein or therein by reference, together with additional information described under “Where You Can Find More Information.”

We have not, and the selling stockholders have not authorized any dealer, salesperson or other person to provide you withgive any information different from thator to make any representation other than those contained or incorporated by reference in this prospectus. The selling stockholders are offering to sell, and seeking offers to buy, our common shares only in jurisdictions where it is lawful to do so. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any saleaccompanying prospectus supplement. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or any accompanying prospectus supplement. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of our common shares.an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and any accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date. Our business, financial condition, results of operations and prospects may have changed since that date.those dates.

ii


PROSPECTUS SUMMARYWHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a web site,This summary highlightshttp://www.sec.gov, which contains reports, proxy and information statements and other information regarding registrants, including us, that file electronically with the SEC. You may read and copy any document we file with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. You may also obtain these materials from us at no cost by directing a written or oral request to us at GSI Group Inc., 125 Middlesex Turnpike, Bedford, Massachusetts 01730, Attn: Investor Relations, or by calling our Investor Relations Department at (781) 266-5137, or at our website atwww.gsig.com. The information contained elsewhereon or accessible through our website is not incorporated by reference into this prospectus. Because it is a summary, it does not contain all ofprospectus or any prospectus supplement.

The SEC allows us to “incorporate by reference” certain information we file with the SEC, which means that we can disclose important information thatto you should consider before investing in our common shares. You should read this entire prospectus carefully, includingby referring to the section entitled “Risk Factors” andother information we have filed with the documentsSEC. The information that we incorporate by reference intois considered a part of this prospectus before making an investment decision. As usedand information that we file later with the SEC will automatically update and supersede the information contained in this prospectus. We incorporate by reference the following documents we filed with the SEC pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Annual Report on Form 10-K for the year ended December 31, 2011;

Current Report on Form 8-K filed on March 2, 2012; and

the description of our common shares contained in Form 8-A filed on February 10, 2011.

Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that we disclose under Items 2.02, 7.01 or 9.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus unless otherwise specified or any prospectus supplement.

We are also incorporating by reference additional documents that we may file with the context requires otherwise,SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement and after the date of this prospectus and the termination of this offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as Proxy Statements.

iii


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus or any prospectus supplement contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks and uncertainties, and typically can be identified by the use of words such as “may,” “expect,” “intend,” “could,” “estimate,” “anticipate,” “forecast,” “plan,” “believe” and similar terms. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others:

economic and political conditions and the effects of these conditions on our customers’ businesses and level of business activity;

our significant dependence upon our customers’ capital expenditures, which are subject to cyclical market fluctuations;

our dependence upon our ability to respond to fluctuations in product demand;

our ability to continually innovate;

delays in our delivery of new products;

our reliance upon third party distribution channels subject to credit, business concentration and business failure risks beyond our control;

fluctuations in our quarterly results, and our failure to meet or exceed the expectations of securities analysts or investors;

customer order timing and other similar factors beyond our control;

disruptions in, or breaches in security of, our information technology systems;

changes in interest rates, credit ratings or foreign currency exchange rates;

risk associated with our operations in foreign countries;

our increased use of outsourcing in foreign countries;

our failure to comply with local import and export regulations in the jurisdictions in which we operate;

our history of operating losses and our ability to sustain our profitability;

our exposure to the credit risk of some of our customers and in weakened markets;

violations of our intellectual property rights and our ability to protect our intellectual property against infringement by third parties;

risk of losing our competitive advantage;

our ability to make acquisitions or divestitures that provide business benefits;

our failure to successfully integrate future acquisitions into our business;

our ability to retain key personnel;

our restructuring and realignment activities and disruptions to our operations as a result of consolidation of our operations;

product defects or problems integrating our products with other vendors’ products;

disruptions in the supply of or defects in raw materials, certain key components or other goods from our suppliers;

iv


production difficulties and product delivery delays or disruptions;

changes in governmental regulation of our business or products;

our failure to implement new information technology systems and software successfully;

our failure to realize the full value of our intangible assets;

any requirement to make additional tax payments and/or recalculate certain of our tax attributes depending on the resolution of the complaint we filed against the U.S. government pursuant to Bankruptcy Code Section 505;

our ability to utilize our net operating loss carryforwards and other tax attributes;

fluctuations in our effective tax rates and audit of our estimates of tax liabilities;

being subject to U.S. federal income taxation even though we are a non-U.S. corporation;

being subject to the Alternative Minimum Tax for U.S. federal income tax purposes;

any need for additional capital to adequately respond to business challenges or opportunities and repay or refinance our existing indebtedness, which may not be available on acceptable terms “GSIG,” “the Company,” “we” or “us” referat all;

volatility in the market for our common shares;

our dependence on significant cash flow to service our indebtedness and fund our operations;

our ability to access cash and other assets of our subsidiaries;

the influence over our business of several significant shareholders;

provisions of our articles of incorporation, which may delay or prevent a change in control;

our significant existing indebtedness and restrictions in our new senior secured credit agreement that may limit our ability to engage in certain activities;

our intention not to pay dividends in the near future; and

our failure to maintain appropriate internal controls in the future.

Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth in the section entitled “Business” in our Annual Report on Form 10-K for the year ended December 31, 2011, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the section titled “Risk Factors” in each of this prospectus, any prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31, 2011. Please consider our forward-looking statements in light of those risks as you read this prospectus and any prospectus supplement.

v


ABOUT GSI GROUP INC.

GSI Group Inc. and its subsidiaries. Referencessubsidiaries (collectively referred to “selling stockholders” refer toas the holders listed herein under “Selling Stockholders” beginning on page 19, who may“Company”, “we”, “us”, or “ours” unless the context requires otherwise) design, develop, manufacture and sell shares from time to time as described in this prospectus.

GSI GROUP INC.

Overview

GSI Group Inc. designs, develops, manufactureslaser-based solutions (consisting of lasers and sells lasers,laser-based systems), laser systems, electro-opticalscanning devices, and precision motion and optical control components, air bearings, printers, color calibration devices and specialty optics.technologies. Our customers incorporate our technology is incorporated into theircustomer products or manufacturing processes for a wide range of applications in thea variety of markets, including: electronics, industrial, electronics, semiconductor, biomedical, medical, and aerospace markets.scientific. Our products allowenable customers to make advances in materials and processing technology and to meet extremely precise manufacturing specifications, including device complexityspecifications.

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

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

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

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

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

expanding operating margins by establishing a continuous improvement culture through formalized productivity programs and initiatives; and

attracting, retaining, and developing talented and motivated employees.

GSI Group Inc., was founded and initially incorporated in Massachusetts in 1968 as General Scanning, Inc., was incorporated in Massachusetts. (“General Scanning”). General Scanning developed, manufactured and sold components and subsystems used for high-speed micro positioning of laser beams. In 1999, General Scanning merged its business with Lumonics Inc., a Canadian company that developed, manufactured and sold lasers and laser-based, advanced manufacturing systems for electronics, semiconductor, and general industrial applications. The post-merger entity, GSI Lumonics Inc., the post-merger entity, incorporatedcontinued under the laws of the Province of New Brunswick, Canada. In 2005, the Company renamed itselfwe changed our name to GSI Group Inc. GSI has manufacturing operations in North America, the United Kingdom and China, and sales and service offices in various locations around the world. GSI also has contractual relationships with various domestic and foreign distributors and resellers. As set forth more fully below, inIn August 2008, GSIwe acquired Excel Technology, Inc., a designer, manufacturer and marketer of photonics-based solutions consisting of lasers, laser-based systems, and precision motion devices.

Recent Transactions

Excel Technology, Inc. (“Excel”) develops, manufacturesdevices and sells lasers, laser-based systemselectro-optical components primarily used in industrial and precision motion devices. Excel manufactures its products in plants located in the United States and sells its products to customers worldwide, both directly and indirectly through resellers and distributors. On June 30, 2008, the Company formed Eagle Acquisition Corporation (“EAC”), a Delaware corporation and an indirect wholly owned subsidiary. On July 9, 2008, the Company and EAC entered into a merger agreement with Excel. On July 23, 2008, the Company commenced a tender offer to have EAC acquire all of Excel’s outstanding common stock for $32 per share, and thereafter to merge with and into Excel, with Excel surviving the merger and becoming an indirect wholly owned subsidiary of the Company. On August 29, 2008, the Company completed the Excel acquisition for approximately $360 million, exclusive of transaction costs.

On July 9, 2008, the Company and GSI Group Corporation, a wholly owned subsidiary, entered into a securities purchase agreement with the selling stockholders pursuant to which: (1) the Company issued and sold warrants to purchase up to an aggregate of 5,882,520 of GSI common shares at an exercise price of $0.01 per share,


payable in cash or by withholding of a certain number of common shares; and (2) GSI Group Corporation issued and sold $210,000,000 aggregate principal amount of 11.0% Senior Notes due 2013. The financing transaction closed on August 20, 2008, and the net proceeds were used to partially fund the Excel cash tender offer. The warrants were issued to the selling stockholders pursuant to a warrant agreement dated August 20, 2008. The Company intends to issue the common shares to the selling stockholders upon the automatic exercise of their warrants, which is expected to happen concurrently with the effective time of the registration statement of which this prospectus forms a part.

On August 20, 2008, the Company also entered into a registration rights agreement with the selling stockholders. The registration rights agreement requires the Company to file a registration statement of which this prospectus is a part and to use reasonable best efforts to cause the registration statement to become or be declared effective by October 28, 2008, or, if the SEC elects to review this registration statement, by November 12, 2008.

The merger agreement, the securities purchase agreement, the notes, the warrants, the warrant agreement and the registration rights agreement are more fully described in the Company’s Current Reports on Form 8-K filed with the SEC on July 11, 2008 and August 21, 2008. The foregoing description of the merger agreement, the securities purchase agreement, the notes, the warrants, the warrant agreement and the registration rights agreement is qualified in its entirety by reference to the actual agreements, each of which was included as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2008 and/or August 21, 2008, as applicable.

Company Informationscientific applications.

Our principal executive offices are located at 125 Middlesex Turnpike, Bedford, Massachusetts 01730, and our main telephone number is (781) 266-5700. Our website address ishttp://www.gsig.com. We do not incorporate by reference into this prospectus theThe information on, or accessible through, our website and you shouldis not consider it as part of this prospectus.

THE OFFERING

Securities Offered

Up to 5,882,520 common shares by the selling stockholders.

Common Shares Outstanding as of October 6, 2008

41,709,379 shares.

Common Shares Outstanding After the Offering

47,591,899 shares.

Use of Proceeds

We will not receive any of the proceeds from the selling stockholders’ sale of the common shares covered by this prospectus.

Risk Factors

Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus.

NASDAQ Global Select Market Symbol

“GSIG.”

RISK FACTORS

Investing in our common sharessecurities involves risks. Prior to making a high degree of risk. Youdecision about investing in our securities, you should carefully consider carefully the risk factors described below, and all other information contained in or incorporated by reference in this prospectus before deciding to investor in any accompanying prospectus supplement, including, without limitation, the risks described in our common shares. IfAnnual Report on Form 10-K for the year ended December 31, 2011, which is incorporated herein by reference, the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the following risks actually occur,Exchange Act. Each of these risk factors could have a material adverse effect on our business, results of operations, financial position or cash flows, which may result in the market priceloss of our common shares could decline, and you could lose all or a part of your investment. AdditionalPlease read “Where You Can Find More Information” and “Disclosure Regarding Forward-Looking Statements” included elsewhere in this prospectus. Please note that additional risks not presently known to us, or that we currently believe aredeem immaterial, may also significantly impair our business operations and could result in a complete loss of your investment.

Risks Related to GSI Group

Merger with Excel

Our failure to successfully integrate Excel into our business may cause us to fail to realize the expected synergies and other benefits of the acquisition, which could adversely affect our future results.

The integration of Excel into our business presents significant challenges and risks to our businesses, including:

distraction of management from regular business concerns;

assimilation and retention of employees and customers of both GSI and Excel;

integration of technologies, services and products; and

achievement of appropriate internal control over financial reporting.

We may fail to successfully complete the integration of Excel into our business and, as a result, may fail to realize the synergies, cost savings and other benefits expected from the acquisition. We may fail to grow and build revenues and profits in Excel’s business lines or achieve sufficient cost savings through the integration of customers or administrative and other operational activities. Furthermore, we must achieve these objectives without adversely affecting our revenues. If we are not able to successfully achieve these objectives, the anticipated benefits of the acquisition may not be realized fully or at all, or it may take longer to realize them than expected, and our results of operations could be materially adversely affected.

Excel’s performance may not be in accordance with our expectations.

Despite our due diligence efforts, our assessment of the prospects for Excel’s business are subject to the risk associated with those businesses as described in Excel’s filings with the SEC, many of which are similar to the risks we face in our businesses and which are described below. Also, our ability to maintain and increase profitability of Excel’s business lines will depend on our ability to manage and control operating expenses and to generate and sustain increased levels of revenue. Our expectations to achieve more consistent and predictable levels of revenue and to increase Excel’s profitability may not be realized, and such revenues and profitability may decline as we integrate Excel’s operations into our business. If Excel’s revenues grow more slowly than we anticipate, or if its operating expenses are higher than we expect, we may not be able to sustain or increase its profitability, in which case our financial condition will suffer and our stock price could decline.operations.

Our substantial indebtedness could adversely affect our business and limit our ability to plan for or respond to changes in our business orUSE OF PROCEEDS

Unless we indicate otherwise in the competitive landscape.applicable prospectus supplement, we intend to use the net proceeds of the securities offered by us pursuant to this prospectus to acquire or invest in complementary businesses, technologies, products or intellectual property. We may also use the net proceeds of the securities offered by us pursuant to this prospectus for general corporate purposes, which may include the repayment or refinancing of outstanding indebtedness, capital expenditures and working capital. When a particular series of securities is offered, a prospectus supplement related to that offering will set forth our intended use of the net proceeds received from the sale of those securities.

As of September 26, 2008, the Company had consolidated indebtedness of approximately $210 million,The selling shareholder will receive all of which represents the debt incurred by GSI Group Corporation in connection withnet proceeds from the Excel transaction. The Company’s consolidated debt could have important and potentially materially adverse consequences on the Company’s business, including the following:

increasing our vulnerability to general adverse economic and industry conditions;

requiring us to dedicate a substantial portion or, depending on our operating results, virtually all, of our cash flow from operations to payments on our indebtedness, thereby reducing or eliminating the availability of our cash flow for other purposes, and possibly requiring us to dispose of assets to obtain cash for other uses to the extent permitted under the terms of the indenture pursuant to which the notes were issued;

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, thereby placing us at a competitive disadvantage compared to our competitors that may have less debt;

limiting, by the financial and other restrictive covenants in the trust indenture under which the notes were issued, our ability to borrow additional funds; and

if we are unable to pay interest or principal amounts when due or we fail to comply with the covenants in the trust indenture under which the notes were issued, that failure could result in an event of default which, if not cured or waived, could make the Excel acquisition debt immediately due and payable, which would materially and adversely affect our business and financial condition.

Market Volatility

Our business depends significantly upon capital expenditures which are subject to cyclical market fluctuations.

The semiconductor and electronics materials processing industries are cyclical and have historically experienced periods of oversupply, resulting in downturns in demand for capital equipment, including the products that we manufacture. The timing, length and severity of these cycles, and their impact on our business, are difficult to predict. Further, our order levels or results of operations for a given period may not be indicative of order levels or results of operations for subsequent periods. We can not assure investors that demand for our products will increase or that demand will not decrease. For the foreseeable future, our operations will continue to depend upon industries that are subject to market cycles, which, in turn, could adversely affect the market for the Company’s products.

Cyclical variations may have the most pronounced effect on our semiconductor systems segment, which has a concentration in the semiconductor and electronics industries.

There is no assurance that we will not be impacted from a slowdown as we have experienced in previous cyclical fluctuations or that the impact will be more or less significant compared to historical fluctuations.

Our business success depends upon our ability to respond to fluctuations in product demand.

If business declines, we may be required to reduce costs while at the same time maintaining the ability to motivate and retain key employees. We must also continually invest in research and development which may inhibit our ability to reduce costs in a down cycle. Additionally, long product lead-times create a risk that we may purchase or manufacture inventories of products that we are unable to sell. While we practice inventory management, we can offer no assurances that our efforts to mitigate this risk will be successful.

During a period of increasing demand and rapid growth, we must be able to increase manufacturing capacity quickly.

Our inability to quickly increase production in response to a surge in demand could harm our reputation and prompt customers to look for alternative sources of supply.

New Product Introduction

The success of our business requires that we continually innovate.

Technology requirements in our markets are consistently advancing. We must continually introduce new products that meet evolving customer needs. Our ability to grow depends on the successful development, introduction and market acceptance of new or enhanced products that address our customer’s requirements. Developing new technology is a complex and uncertain process requiring us to accurately anticipate technological and market trends and meet those trends with responsive products. Additionally, this requires that we manage the transition from older products to minimize disruption in customer ordering patterns, avoid excess inventory and ensure adequate supplies of new products. Failed market acceptance of new products or problems associated with new product transitions could harm our business.

Delays in delivery of new products could have a negative impact on our business.

Our research and development efforts may not lead to the successful introduction of products within the time period our customers demand. Additionally, our competitors may introduce new or improved products, processes or technologies that make our current or proposed products obsolete or less competitive.

In addition, we may encounter delays or problems in connection with our research and development efforts. Product development delays may result from numerous factors, including:

changing product specifications and customer requirements;

the inability to manufacture products cost effectively;

difficulties in reallocating engineering resources and overcoming resource limitations;

changing market or competitive product requirements; and

unanticipated engineering complexities.

New products often take longer to develop, have fewer features than originally considered desirable and achieve higher cost targets than initially estimated. There may be delays in starting volume production of new products and/or new products may not be commercially successful.

Financial Matters

There may be a failure to properly identify when revenue should be recognized, leading to a material adverse effect on financial results.

The Company has multiple locations, in various countries, where orders are entered. Entry, shipment and invoicing of an order that is premature may result in revenue being recognized earlier than required by generally accepted accounting principles. To mitigate this risk, the Company reviews large systems orders for revenue recognition issues before they are booked. Additionally, the Company is putting in place more stringent processes to identify revenue recognition treatment on all orders.

Failure of internal controls or inability to identify or manage a key internal control could have a material adverse effect on our operating results.

We mitigate this risk by employing internal auditors to document and test our internal control procedures pursuant to Section 404 of the Sarbanes-Oxley Act. If we fail to achieve and maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal controls over financial reporting in accordance with Section 404. Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, as investors could lose confidence in our reported financial information.

Our effective tax rates are subject to fluctuation, which could impact our financial position, and our estimates of tax liabilities may be subject to audit, which could result in additional tax assessments.

Our effective tax rates are subject to fluctuation as the income tax rates for each year are a function of taxable income levels in numerous tax jurisdictions, our ability to utilize recorded deferred tax assets, taxes or penalties resulting from tax audits and credits and deductions as a percentage of total taxable income. Further, tax law changes may cause our effective tax rates to fluctuate between periods.

Customer order timing and other factors beyond our control may lead to an inability to meet our financial forecasts.

Changes in customer order timing and the existence of certain other factors beyond our control may lead to our inability to meet financial forecasts. Such factors include:

fluctuations in our customers’ businesses;

timing and recognition of revenues from customer orders;

timing and market acceptance of new products or enhancements introduced by us or our competitors;

availability of parts from our suppliers and the manufacturing capacity of our subcontractors;

timing and level of expenditures for sales, marketing and product development;

changes in the prices of our products or of our competitors’ products; and

fluctuations in exchange rates for foreign currency.

A large percentage of our sales come from products with high selling prices and significant lead times. We may receive several large orders in one quarter from a customer and then receive no orders from that customer in the next quarter. As a result, the timing and recognition of sales from customer orders can cause significant fluctuations in our operating results from quarter to quarter.

A delay in a shipment or failure to meet our revenue recognition criteria near the end of a reporting period due, for example, to rescheduling or cancellations by customers or to unexpected difficulties experienced by us, may cause sales in the period to fall significantly below expectations and may have materially adverse effects on our operations for that period. Our inability to adjust quickly enough could magnify the adverse effects of that revenue shortfall on our results of operations.

As a result of these factors, our results of operations for any quarter are not necessarily indicative of results to be expected in future periods. We believe that fluctuations in quarterly results may cause the market pricessale of our common shares traded onoffered by it pursuant to this prospectus, and we will not receive any of the NASDAQ Global Select Stock Market to fluctuate, perhaps substantially.proceeds from the sale of such common shares.

GSIG maintains cash balances and foreign exchange contracts where significant changes in interest rates, credit ratings or foreign currency rates could result in materially adverse effects to income.RATIO OF EARNINGS TO FIXED CHARGES

The Companyfollowing table sets forth our ratios of earnings to fixed charges for the periods shown.

   Year Ended December 31, 
   2011   2010   2009   2008   2007 

Ratio of Earnings to Fixed Charges(1)

   3.2x     1.4x     —       —       13.6x  

(1)The ratio of fixed charges is computed by dividing earnings by fixed charges. For the purpose of computing this ratio, “earnings” consist of pretax income (loss) from continuing operations before adjustments for income from an equity method investment and income attributable to a noncontrolling interest, plus fixed charges. “Fixed charges” consist of interest expense (which includes interest on outstanding debt obligations, amortization of debt discounts attributable to warrants, amortization of deferred financing fees, and losses on extinguishment of debt attributable to the write-offs of unamortized deferred financing fees at the time of extinguishment) and an estimate of interest within rental expense. Earnings were insufficient to cover fixed charges for the years ended December 31, 2009 and 2008 by approximately $43.0 million and $239.9 million, respectively.

SELLING SHAREHOLDERS

The selling shareholder may sell a total of up to 2,800,000 common shares under this prospectus.

Under a registration rights agreement dated July 23, 2010, the selling shareholder has cash, cash equivalents and foreign exchange contracts that totala right to twice demand the registration of its registrable securities on a registration statement, subject to the limitations contained in the millions of dollars. These balances create financial exposure to changing interest and currency rates.registration rights agreement. The Company has attempted to mitigate these risks by both purchasing foreign exchange contracts and investing in government issued treasury bills. However, if long term interest rates or foreign currency rates were to change rapidly, the Company could incur material losses. Further, if management chooses to invest in less risk adverse investment vehicles, the risk of losing principle and/or interest could increase. Additionally, Excel owns certain auction rate securities for which there is no current market. Until such time as the auction rate securities market reopens, there is no assurance that these investments can become liquid.

International Operations

Our operations in foreign countries subject us to risks not faced by companies operating exclusively in the United States.

During the year ended December 31, 2007, approximately 68% of our revenue was derived from operations outside North America. International operations are an expanding part of our business both fromregistration may be a sales focus and an operating base.

Because of the scope of our international operations, we are subject to risks, which could materially impact our results of operations, including:

foreign exchange rate fluctuations;

social unrest in countries where we operate;

climatic or other natural disasters in regions where we operate;

increases in shipping costs or increases in fuel costs;

longer payment cycles;

acts of terrorism;

greater difficulty in collecting accounts receivable;

use of incompatible systems and equipment;

problems staffing and managing foreign operations in diverse cultures;

protective tariffs;

trade barriers and export/import controls;

transportation delays and interruptions;

reduced protection for intellectual property rights in some countries; and

the impact of recessionary foreign economies.

We cannot predict whether the United States or any other country will impose new quotas, tariffs, taxes or other trade barriers upon the importation of our products or supplies or gauge the effect that new barriers would have on our financial position or results of operations.

There are inherent risks as we increase our focus on overseas operations.

GSI currently manufactures certain of its products in plants in the United Kingdom and China. Manufacturing in overseas locations creates risks to the Company, including that we may not be able to produce products to the quality standards or deliver products on time as our customers have come to expect. This possibility may come about due to an inability to find qualified personnel overseas. It is also possible that after an overseas transition, we may find that we have been producing products with latent defects that come to light only after a long period of operation. Transitioning a business to an overseas location has many additional risks such as developing solid financial, enterprise resource planning (ERP) and customer relationship management (CRM) systems.

Economic, political or trade problems with foreign countries could negatively impact our business.

We are increasingly outsourcing the manufacture of sub assemblies to suppliers based in China and elsewhere overseas. Economic, political or trade problems with foreign countries could substantially impact our ability to obtain critical parts needed in the timely manufacture of our products.

Customs rules are complex and vary within legal jurisdictions in which we operate. Failure to comply with local customs regulations could be found during a foreign government customs audit that may produce a substantial penalty.

Customs rules are complex and vary within legal jurisdictions in which we operate and there can be no assurance that there will be no control failure around customs enforcement despite the precautions we take. A failure with local customs regulations could be found during a foreign government customs audit and could result in a substantial penalty and a material impact on our financial results. We seek to mitigate this risk by maintaining export control systems and an internal customs staff chargedshelf registration, filed with the responsibility of strictly complying with all applicable import/export laws. Further, we maintain arms length transactions with our foreign subsidiaries and their customers.

Economic Conditions

A halt in economic growth or a slowdown will put pressure on our ability to meet anticipated revenue levels.

A large portion of our sales is dependent on the need for increased capacity or replacement of inefficient manufacturing processes, because of the capital-intensive nature of our customers’ businesses. These sales also tend to lag behind in an economic recovery longer than other businesses. If a down turn lasts longer than expected, if a recovery does not begin or if a general economic slowdown commences, we may not be able to meet anticipated revenue levels on a quarterly or annual basis.

Debt Service

If the Company is unable to retire debt early, it may affect strategic options.

In connection with the acquisition of Excel, GSI borrowed $210 million, the proceeds of which were used to partially fund the Excel transaction. The loan agreement pursuant to which such funds were borrowed requires GSI to make twice annual debt service payments, and to retire the debt fully after five years. While GSI hopes to retire the debt in advance of that date, it is possible that this will not happen, and that GSI will be required to continue making substantial debt service payments throughout the term of the loan, affecting the Company’s business and strategic options.

Sustainable Profitability

If the Company is not able to grow, the business will be at greater risk to operate independently.

As a publicly traded company, GSIG is competing for capital and investment against larger companies. As a company with a relatively low level of stock capitalization, GSIG is at a disadvantage. Its cost of capital is higher than larger companies and it has less of a base to spread the operating costs that all public companies face. Examples of these costs include Sarbanes-Oxley and audit costs. If GSIG can not grow its revenues and spread these costs across a larger revenue base, it will be at a competitive disadvantage and potentially subject to a takeover bid from a larger company. We can not assure investors such a situation would be in stockholders’ best interests.

GSIG has a history of operating losses. The Company may not be able to sustain or grow the current level of profitability.

Since the second half of 2003, we have generated profits from operations. However, we incurred operating lossesSEC on an annual basis from 1998 through 2003. No assurances can be given that we will sustainunderwritten or increasenon-underwritten basis. In addition, the level of profitability inselling shareholder has unlimited piggyback registration rights.

The table below sets forth information regarding the future based on extrinsic market forces, and the market pricebeneficial ownership of our common shares may decline as a result.

We could lose some orby the selling shareholder. The information regarding the selling shareholder’s beneficial ownership after the sales made pursuant to this prospectus assumes that all of the benefitcommon shares subject to sale pursuant to this prospectus will have been sold. The selling shareholder has provided the information set forth below relating to the number of our deferred tax assets if our future profitability comes into question.

In determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets require subjective judgment and analysis. We consistently evaluate our current deferred tax assets based on profitability in 2008 and beyond. Our abilitycommon shares such shareholder currently owns. The common shares subject to maintain our deferred tax assets depends upon our abilitysale by the selling shareholder pursuant to continue to generate future profits in the United States, Canada, Germany, Japan and United Kingdom tax jurisdictions. If actual results differ from our plans or we do not achieve the desired level of profitability in a given jurisdiction, wethis prospectus may be requiredoffered from time to increasetime, in whole or in part, by the valuation allowance on our tax assets by taking a charge to the Statement of Operations, which could have a material negative result on our financial results.

Business Partnerships

Our reliance upon third party distribution channels subjects us to credit, inventory, business concentrationselling shareholder (and its nominees and business failure risks beyond our control.

We sell products through resellers, distributors, original equipment manufacturers (“OEMs”) and system integrators. Excel sells certain of its lasers through a 50% owned Indian joint venture. Selling products through third parties can subject the Company to credit and business risks. Our sales also depend upon the ability of our OEM customers to develop and sell systems that incorporate our products. Adverse economic conditions, large inventory positions, limited marketing resources and other factors influencing these OEM customers could have a substantial impact upon our financial results. We can not assure investors that our OEM customers will not experience financialsuccessors), donees, transferees or other difficulties that could adversely affect their operations and, in turn, our financial condition or results of operations.successors-in-interest.

Selling Shareholder

Number of
Common Shares
Owned Before
Any Sale
Number of
Common  Shares
Subject to Sale
Pursuant to this
Prospectus
Number of
Common Shares
Owned After
Sale of All
Shares  Subject
to Sale
Pursuant to this
Prospectus*
Percentage of
Common
Shares Owned

After
Sale of All
Shares Subject
to Sale
Pursuant

To this
Prospectus*

Liberty Harbor Master Fund I, L.P.

2,800,000(1)2,800,000—  —  

 *Assumes that the selling shareholder will sell all of its common shares subject to sale pursuant to this prospectus. There is no assurance that the selling shareholder will sell all or any of its common shares.

(1)Goldman Sachs Asset Management, L.P. (“GSAM”), a wholly owned subsidiary of The Goldman Sachs Group, Inc., is the investment manager of Liberty Harbor Master Fund I, L.P. (“Liberty Harbor”). An affiliate of The Goldman Sachs Group, Inc. is the general partner of Liberty Harbor. GSAM exercises voting and dispositive power with respect to the common shares subject to sale owned by Liberty Harbor. The Goldman Sachs Group, Inc. is a publicly registered company.

Intellectual PropertyDESCRIPTION OF COMMON SHARES

We are exposed to the risks that others may violate our intellectual property rights.

Our future success depends in part upon our intellectual property rights, including trade secrets, know-how and continuing technological innovation. There can be no assurance that the steps we take to protect our intellectual property rights will be adequate to prevent misappropriation, or that others will not develop competitive technologies or products outside of our patented property. There can be no assurance that other companies are not investigating or developing other technologies that are similar to ours, that any patents will issue from any application filed by us or that, if patents do issue, the claims allowed will be sufficiently broad to deter or prohibit others from marketing similar products. In addition, there can be no assurance that any patents issued to us will not be challenged, invalidated or circumvented in a legal or administrative proceeding, or that our patents and know how will provide a competitive advantage to us.

Our intellectual property rights may not be protected in foreign countries.

Our efforts to protect our intellectual property rights may not be effective in some foreign countries where we operate or sell. Many U.S. companies have encountered substantial problems in protecting their property rights against infringement in foreign countries. If we fail to adequately protect our intellectual property in these countries, it could be easier for our competitors to sell competing products in foreign countries.

Our success depends upon our ability to protect our intellectual property and to successfully defend against claims of infringement by third parties.General

We have receivedauthority to issue an unlimited number of common shares, no par value. As of February 29, 2012, 33,515,041 common shares were issued and outstanding. As of February 29, 2012, we had an aggregate of 712,641 common shares reserved for issuance upon vesting of restricted stock unit awards granted under our 2010 Incentive Award Plan, as amended, or our Amended 2010 Plan, 169,864 common shares reserved for issuance upon settlement of deferred stock units granted to our directors pursuant either to stand-alone award agreements that are independent from an equity plan or the Amended 2010 Plan, 6,536 common shares reserved for issuance upon the vesting of restricted stock awards granted under our prior equity plans that were cancelled upon our emergence from bankruptcy on July 23, 2010, and 1,944,168 common shares reserved for issuance pursuant to future grants under our Amended 2010 Plan.

Terms

Each outstanding common share is entitled to one vote at all meetings of our shareholders, to participate ratably in the past, and could receive in the future, notices from third parties alleging that our products infringe patent or other proprietary rights. We believe that our products are non-infringing or that we have the patents and/or licenses to allow us to lawfully sell our products throughout the world. However, weany dividends which may be sued for infringement. Indeclared by the event any third party makes a valid claim against us or our customers for which a license was not available to us on commercially reasonable terms, we would be adversely affected. Adverse consequences may also apply to our failure to avoid litigation for infringement or misappropriationboard of proprietary rights of third parties.

Competition

We operate in highly competitive industries,directors and, if we lose competitive advantages, our business would suffer adverse consequences.

Some of our competition comes from established competitors, some of which have greater financial, engineering, manufacturing and marketing resources than we do. Our competitors will continue to improve the design and performance of their products and introduce new products. It is possible that we may not successfully differentiate our current and proposed products from the products of our competitors, or that the marketplace will not consider our products to be superior to competing products. To remain competitive, we will be required to invest heavily in research and development, marketing and customer service and support. It is also possible that we may not be able to make the technological advances necessary to maintain our competitive position, or our products will not receive market acceptance. We may not be able to compete successfully in the future, and increased competition may result in price reductions, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand our development of new products.

Mergers and Acquisitions

Our business strategy includes finding and making strategic acquisitions and divestitures. There can be no assurance that we will be able to continue to make acquisitions that provide business benefit.

In 2007, we acquired an optics business in the United Kingdom. We acquired Excel in August 2008 and sold a U.S. optics business in September 2008. We expect to continue to evaluate potential acquisitions and divestitures as part of our long-term strategic plan. Our identification of suitable acquisition candidates involves risks inherent in assessing the values, strengths, weaknesses, risks, synergy and profitability of acquisition candidates, including the effects of the possible acquisition on our business, diversion of management’s attention from our core businesses and risks associated with unanticipated problems or liabilities. We cannot assure investors our efforts will be sufficient, or that acquisition candidates will be receptive to our advances or that any acquisition we may make would be accretive to earnings. We also cannot assure investors that we will find suitable purchasers in the event that we identifyof liquidation, dissolution or winding-up or other distribution of our assets or property, to a potential divestiture candidate in the future.

Integrating an acquisition couldpro rata share of our assets after payment of all our liabilities and obligations. We have significant disruptive consequencesnever declared or paid cash dividends on our existing operations.

As withcommon shares. We currently intend to retain any acquisition, those persons selling have an advantage in better understanding the specific markets and their associated direction. They also better know the strengths and weaknesses of the business they are selling. We attempt to mitigate these risks by focusing our attention on the acquisition of businesses, technologies and products that have current relevancy to our existing lines of business and that are complementary to our existing product lines. However, we may not be successful in addressing these risks, or the risks associated with the potential entrance into markets in which we have limited or no prior experience. We could lose key employees, particularly those of the acquired business, in connection with an acquisition.

Key Personnel

GSIG is undergoing a leadership transition.

Subsequent to the Excel transaction, GSI has been reviewing its management structure, and has reviewed, and may continue to review, its business and organizational structure. There are risks associated with changes in strategy and management at the executive and/or director level, and changes in product or operational focus. There can be no assurance that prospective management changes will not have a material effect on the Company.

Our operations could be negatively affected if we lose key executives or employees or are unable to attract and retain skilled executives and employees as needed.

Our business and future operating results depend in part upon our abilityearnings to attract, groomfinance the growth and retain qualified management, technical, sales and support personnel for our operations on a worldwide basis. The lossdevelopment of key personnel could negatively impact our operations. Competition for qualified personnel is intense and we cannot guarantee that we will be able to continue to attract, train and retain qualified personnel.

Our reputation and our ability to do business may be impaired by improper conduct by any of our employees, agents or business partners.

We cannot provide assurance that our internal controls will always protect us from reckless or criminal acts committed by our employees, agents or business partners that would violate US and/or non-US laws, including the laws governing payments to government officials, competition, money laundering and data privacy. Any such improper actions could subject us to civil or criminal investigations in the US and in other jurisdictions, and could lead to substantial civil or criminal, monetary and non monetary penalties against us or our subsidiaries.

Operations

We expect to be consolidating some of our operations for greater efficiency.

There is execution risk in these plans. We can not assure investors that economies of scale will or can be realized as a result of any planned consolidation. This move will take time and will include substantial operational risks, including the possible disruption of manufacturing lines. We can not assure investors that any moves would not disrupt business operations or have a material impact on results.

In addition, any decision to limit investment in, dispose of or otherwise exit business activities may result in the recording of special charges, such as technology write-offs, workforce reduction costs, or charges relating to consolidation of excess facilities. Our estimates with respect to the useful life or ultimate recoverability of our carrying basis of assets, including intangible assets, could change as a result of such decisions. Further, our estimates related to the liabilities for excess facilities are affected by changes in real estate market conditions. Additionally, we are required to perform goodwill impairment tests on an annual basis and during the year in certain circumstances. There can be no assurance that future goodwill impairment tests will not result in a change to earnings.

We have recently undergone a significant restructuring and we will continue to change our management structure.

Our ability to reduce operating expenses is dependent upon the nature of the actions we take to reduce expense and subsequent ability to implement those actions and realize expected cost savings. In the past year, management took significant actions to expand our operations in China and to reduce expenses, particularly within GSI’s U.S.-based organization and in the United Kingdom. There can be no assurance that these actions will provide economic benefit to the Company. Further, there is a risk that these actions may ultimately prove detrimental to operations and sales, or to our intellectual property protections.

Product defects or problems with integrating our products with other vendors’ products may seriously harm our business and, reputation.therefore, do not anticipate paying any cash dividends in the foreseeable future.

Complex products that we produce can contain latent errorsShareholders have cumulative voting rights in the election of directors. Cumulative voting rights permit each shareholder entitled to vote at a meeting of shareholders called for the election of directors to cast a number of votes equal to the number of shares held by the shareholder multiplied by the number of directors to be elected. The shareholder is entitled to cast all such votes in favor of one candidate for director or performance problems.distribute them among the candidates in any manner.

The common shares are not liable to any calls or assessments and are not convertible into any other securities. There have been instances where we have found errors immediately after launch of new products,are no redemption or sinking fund provisions applicable to the common shares, and there have been instances where we have also found latent errors in our products. We cannot always resolve all errors that we believe would be considered seriousare no preemptive rights held by our customers before implementation, thus our products are not error-free. These errors or performance problems could be detrimental to our business and reputation. In addition, customers frequently integrate our products with other vendor’s products. When problems occur in a combined environment, it may be difficult to identify the sourceholders of the problem. These problems may cause uscommon shares.

All outstanding common shares are fully paid and non-assessable, and common shares offered pursuant to incur significant warrantythis prospectus will, when issued, be fully paid and repair costs, divert the attention of our engineering personnel from our product development efforts and cause significant customer relations problems. To date, defects in our products or those of other vendors’ products with which our products are used by our customers have not had a material negative effect on our business. However, we cannot be certain that a material negative impact will not occur in the future.non-assessable.

We depend on limited source suppliers that could cause substantial manufacturing delays if supply disruption occurs.

Many of our products are manufactured with components that are designed by an outside supplier to our specifications. While we attempt to mitigate risks associated with our reliance on single suppliers by actively managing our supply chain, we still source some components from single vendors. We also rely on a limited number of independent contractors to manufacture subassemblies for some of our products, particularly in our Semiconductor Systems. There can be no assurance that our current or alternative sources will be able to continue to meet all of our demands on a timely basis. If suppliers or subcontractors experience difficulties, or fail to meet any

of our manufacturing requirements, our business would be harmed until we are able to secure alternative sources, if any, on commercially reasonable terms.

We also depend on suppliers that provide high precision parts.

Any of these parts that have latent or known defects, may materially impact relations with our customers if they cause us to miss our scheduled shipment deadlines. If latent defects are incorporated into our products and discovered later, there could be a material impact on our revenues. We seek to reduce the risk of defects by selecting and qualifying alternative suppliers for key parts, and by monitoring the quality of products coming from key suppliers.

Production difficulties and product delivery delays could materially adversely affect our business.

We assemble our products at our facilities in the United States, the United Kingdom and China. If use of any of our manufacturing facilities was interrupted by a natural disaster or otherwise, our operations could be negatively impacted until we could establish alternative production and service operations. In addition, we may experience production difficulties and product delivery delays in the future as a result of:

mistakes made while transferring manufacturing processes between locations;

changing process technologies;

ramping production;

installing new equipment at our manufacturing facilities; and

shortage of key components.

Governance

Certain provisions of our articles of incorporation may delay or prevent a change in control of our company.Anti-Takeover Considerations

Our corporate documents and our existence as a corporation under the laws of New Brunswick subject us toArticles contain provisions of Canadian law that may enable our board of directors to resist a change in control of our company. These provisions include:

 

limitations on personsthe ability to issue an unlimited number of common shares; and

a limitation that stipulates that only holders of not less than 10 percent of the issued and outstanding shares of the Company carrying the right to vote at a meeting of shareholders are authorized to call a special meeting of stockholders;

advance notice procedures required for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; and

a shareholder rights plan.shareholders.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholdersshareholders to elect directors of their choosing andor cause us to take other corporate actions that stockholdersshareholders desire.

Compliance with changing regulationCanadian Law Matters

There is no limitation imposed by Canadian law or by our Articles on the right of corporate governance and public disclosure maya non-resident to hold or vote common shares, other than as provided in the Investment Canada Act (the “ICA”). Unless a transaction falls

within an available exemption, the ICA requires a non-Canadian making an investment which would result in additional expenses.the acquisition of control of a Canadian business or an investment to establish a new Canadian business, to identify, notify, or (if the value of the assets of the target Canadian business exceed a certain monetary threshold, or if the transaction is considered to be an investment that could be injurious to Canadian national security) file an application for review with the Investment Review Division of Industry Canada (“IRD”).

The notification procedure involves a brief statement of information about the investment on a prescribed form which is required to be filed with the IRD by the investor at any time up to 30 days following implementation of the investment. It is intended that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canada’s cultural heritage and national identity.

If an investment is reviewable under the ICA, an application for review in the form prescribed is normally required to be filed with the IRD prior to the investment taking place and the investment may not be implemented until the review has been completed and the Minister of Industry (“Minister”) (the Minister responsible for Investment Canada) is satisfied that the investment is likely to be of net benefit to Canada (and, if applicable, is satisfied that the investment would not be injurious to Canadian national security). The Minister has up to 75 days to make this determination, though this period can be extended by agreement between the IRD and the investor (a national security review can take up to 130 days). If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, may be required to divest himself of control of the business that is the subject of the investment. If the Governor in Council considers that it is advisable to protect national security, she may prohibit the investment, authorize it to proceed on conditions, or require divestiture.

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties or other payments to non-resident holders of Common Shares, except as described under “Canadian Taxation Matters”.

Canadian Taxation Matters

Changing laws,The following summary is based upon the current provisions of theIncome Tax Act (Canada) (the “Tax Act”), the current provisions of the regulations promulgated thereunder (the “Regulations”) and standardsthe current provisions of the Canada-United States Tax Convention (the “Treaty”), as at the date hereof and counsel’s understanding of the current administrative practices of the Canada Revenue Agency (the “CRA”). This summary takes into account all specific proposals to amend the Tax Act and the Regulations that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date of this registration statement on Form S-3 (the “Tax Proposals”), but does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or changes in administrative practices of the CRA. No assurances can be given that the Tax Proposals will be enacted as proposed, if at all. This summary does not take into account the tax legislation of any province or territory of Canada or any non-Canadian jurisdiction. Provisions of provincial income tax legislation vary from province to province in Canada and in some cases differ from federal income tax legislation.

The Tax Act contains certain provisions relating to corporate governancesecurities held by certain financial institutions (the “mark-to-market rules”). This summary does not take into account the mark-to-market rules and public disclosure,investors that are financial institutions for the purposes of those rules should consult their own tax advisors. This summary is not applicable to investors an interest in which would be a “tax shelter investment”, as defined in the Tax Act, and any such investor should consult their own tax advisors.

The following summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor. This summary is not exhaustive of all

Canadian federal income tax considerations. Accordingly, investors should consult their own tax advisors with respect to their particular circumstances, including the Sarbanes-Oxleyapplication and effect of the income and other taxes of any country, province, territory, state or local tax authority.

The following summary is generally applicable to an investor who, at all relevant times, for purposes of the Tax Act of 2002, new regulations promulgated byand any applicable income tax treaty or convention, is neither resident nor deemed to be resident in Canada, is not affiliated with the SEC andCompany for the rulespurposes of the Tax Act, deals at arm’s length with the Company for the purposes of the Tax Act, holds common shares as capital property and does not use or hold, and is not deemed to use or hold common shares in connection with carrying on business in Canada (a “non-resident shareholder”). Special rules, which are not discussed in this summary, may apply to a non-resident shareholder that is an insurer that carries on an insurance business in Canada and elsewhere.

Dividends on Common Shares

Generally, dividends (including stock dividends) paid or credited (including amounts on account of or in lieu of dividends) by Canadian corporations to non-resident shareholders are subject to a withholding tax of 25 percent. However, the Treaty provides for a 15 percent withholding tax on dividends paid to all individuals and corporate residents of the United States that qualify for benefits under the Treaty. Dividends paid to any non-resident company that qualifies for benefits under the Treaty and that beneficially owns at least 10 percent of the voting stock of the payer company are subject to withholding tax at 5 percent.

Dividends (including stock dividends) paid or credited to a holder that is a United States tax-exempt organization, as described in Article XXI of the Treaty, and is entitled to the benefits of Article XXI(2) of the Treaty will not have to pay any Canadian withholding tax in respect of the amount of the dividend.

Disposition of Common Shares

A non-resident shareholder will not be subject to tax under the Tax Act on any capital gain realized on a disposition of a Common Share unless the common shares constitute “taxable Canadian property” to the non-resident shareholder. Generally, common shares will not constitute “taxable Canadian property” to a non-resident shareholder at a particular time provided that (a) the common shares are listed on a designated stock exchange at that time, (b) the non-resident shareholder, persons with whom the non-resident shareholder does not deal at arm’s length, or the non-resident shareholder together with persons with whom the non-resident shareholder does not deal at arm’s length, have not owned 25% or more of the issued shares of any of the classes (or of any series within a class) of the Company at any time during the 60-month period that ends at that time, and (c) less than 50% of the fair market value of the share is derived, directly or indirectly, from one or any combination of real or immovable property in Canada, Canadian resource properties, timber resource properties or options in respect of, or interests or rights in, such properties. Common shares may also be taxable Canadian property in certain other circumstances, including where the non-resident shareholder elected to have them treated as taxable Canadian property upon ceasing to be resident in Canada. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, common shares could be deemed taxable Canadian property. Non-resident shareholders should consult their own tax advisors to determine whether the common shares will constitute taxable Canadian property in their particular circumstances.

Even if the common shares are taxable Canadian property to a non-resident shareholder, a taxable capital gain or an allowable capital loss resulting from the disposition of the shares will not be included in computing the non-resident shareholder’s income for the purposes of the Tax Act if the common shares constitute “treaty-protected property”. Common shares owned by a non-resident shareholder will generally be treaty-protected property if the gain from the disposition of such property would, because of an applicable income tax treaty or convention to which Canada is a signatory, be exempt from tax under the Tax Act. Non-resident shareholders should consult their own tax advisors to determine whether the common shares constitute treaty-protected property in their particular circumstances.

Under the Tax Act, the disposition of a common share by a holder may occur in a number of circumstances including on a sale or gift of the common share or upon the death of the holder. There are no Canadian federal estate or gift taxes on the purchase or ownership of the common shares.

All non-resident shareholders who dispose of “taxable Canadian property” are required to file a Canadian tax return reporting their gain or loss on the disposition and, subject to an applicable tax treaty exemption, pay the Canadian federal tax due on the disposition.

All non-resident shareholders who dispose of “taxable Canadian property” are also required to obtain an advance clearance certificate in respect of their disposition under section 116 of the Tax Act (the “Section 116 Certificate”). The purchaser of the common shares is obligated to withhold 25% of the gross proceeds on the acquisition of the common shares from a non-resident shareholder except to the extent of the certificate limit on the Section 116 Certificate. A Section 116 Certificate is required even where the gain is exempt from Canadian income tax under a provision of an income tax treaty with Canada, such as the Treaty. If the non-resident shareholder does not provide a Section 116 Certificate to the purchaser, then the purchaser will be required to withhold and remit to the CRA 25% of the proceeds on account of the non-resident shareholder’s tax obligation, on or before the end of the month following the date of the sale. The non-resident shareholder may then file a Canadian tax return to obtain a refund of excess withholding tax, if any.

Transfer Agent

The registrar and transfer agent for our common shares is Computershare Investor Services.

Listing

Our common shares are listed on The NASDAQ Global Select Market are resulting in increased general and administrative expenses for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies,under the symbol “GSIG.”

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the prospectus supplement the extent to which could resultthe general terms and provisions described in higher costs necessitated by ongoing revisionsthis prospectus apply to disclosurea particular series of debt securities.

We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, governance practices. We are committedunless otherwise specified in a supplement to maintaining high standards of corporate governancethis prospectus, the debt securities will be our direct, unsecured obligations and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may resultbe issued in increased general and administrative expensesone or more series.

The debt securities will be issued under an indenture between us and a diversion of management time and attention from revenue-generating activitiestrustee to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ frombe identified in the activities intended by regulatory or governing bodies, our business may be harmed.

Regulation

Increased governmental regulation of our business could materially adversely affect our business.

applicable prospectus supplement. We are subject to many governmental regulations, including but not limited to the laser radiation safety regulationshave summarized select portions of the Radiation Control for Health and Safety Act administered by the National Center for Devices and Radiological Health, a branchindenture below. The summary is not complete. The form of the United States Food and Drug Administration, and certain health regulations relatedindenture has been filed as an exhibit to the manufacture of products using beryllium, an element used in some of our structures and mirrors. Among other things, these regulations require us to file annual reports, to maintain quality control and sales records, to perform product testing, to distribute appropriate operating manuals, to incorporate design and operating features in products sold to end-users and to certify and label our products. Various warning labels must be affixed and certain protective devices installed depending on the class of product. We are subject to regulatory oversight, including comparable enforcement remedies, in the markets we serve.

Changes in governmental regulations may reduce demand for our products or increase our expenses.

We compete in many markets in which we and our customers must comply with federal, state, local and international regulations, such as environmental, health and safety and food and drug regulations. We develop, configure and market our products to meet customer needs created by those regulations. Any significant change in regulations could reduce demand for our products, which in turn could materially adversely affect our business, operating results and financial condition.

Risks Relating to Ownership of Our Common Shares

Holders of our common shares are subject to the risk of additional and substantial dilution to their interests as a result of future issuances of common shares.

Upon the effectiveness of the registration statement of which this prospectus forms a part warrantsand you should read the indenture for provisions that may be important to purchase upyou. In the summary below, we have included references to an aggregatethe section numbers of 5,882,520the indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not defined herein have the meanings specified in the indenture.

As used in this section only, “GSI Group,” “we,” “our” or “us” refer to GSI Group Inc. excluding our subsidiaries, unless expressly stated or the context otherwise requires.

General

The terms of each series of debt securities will be established by or pursuant to a resolution of our common shares for $0.01 per shareboard of directors and set forth or determined in the manner provided in a resolution of our board of directors, in an officer’s certificate or by a supplemental indenture. (Section 2.2) The particular terms of each series of debt securities will be automatically exerciseddescribed in a prospectus supplement relating to such series (including any pricing supplement or term sheet).

We can issue an unlimited amount of debt securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. (Section 2.1) We will set forth in a prospectus supplement (including any pricing supplement or term sheet) relating to any series of debt securities being offered, the aggregate principal amount and 5,882,520the following terms of the Company’s common sharesdebt securities, if applicable:

the title and ranking of the debt securities (including the terms of any subordination provisions);

the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;

any limit on the aggregate principal amount of the debt securities;

the date or dates on which the principal of the debt securities of the series is payable;

the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;

the period or periods within which, the price or prices at which, and the terms and conditions upon which we may redeem the debt securities;

any ability we have to redeem or purchase the debt securities pursuant to any redemption, sinking fund or analogous provisions and the period or periods within which, the price or prices at which, and the terms and conditions upon which debt securities of the series may be redeemed or purchased, in whole or in part, pursuant to such provisions;

the dates on which and the price or prices at which we will offer to repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;

the denominations in which the debt securities will be issued, as a result. This issuance will be dilutive to existing stockholders.

In the future, we may issue additional equity securities to raise capitalif other than minimum denominations of $2,000 and our stock option holders may exercise all or someany integral multiple of the options that are outstanding or may be outstanding. These additional issuances would also dilute existing share ownership.

The market price of our common shares has been and may continue to be subject to wide fluctuations, and this may make it difficult for you to resell the common shares when you want or at prices you find attractive.

Our stock price historically has been, and may continue to be, volatile. Various factors contribute to the volatility of the stock price, including:

announcements of quarterly operating results and revenue and earnings forecasts by us, our competitors or our customers;

failure to achieve financial forecasts, either because expected sales do not occur or because they occur at lower prices or on terms that are less favorable to us;$1,000 in excess thereof;

 

rumors, announcementswhether the debt securities will be issued in the form of certificated debt securities or press articles regarding changes in our management, organization, operations or prior financial statements;global debt securities;

 

changes in revenue and earnings estimates bythe portion of principal amount of the debt securities analysts;payable upon declaration of acceleration of the maturity date, if other than the principal amount;

 

announcementsthe currency of planned acquisitions by usdenomination of the debt securities, which may be United States Dollars or by our competitors;any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

 

announcementsthe designation of newthe currency, currencies or planned products by us, our competitorscurrency units in which payment of principal of, or our customers;premium and interest on, the debt securities will be made;

 

gainif payments of principal of, or loss of a significant customer;premium or interest on, the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

 

inquiriesthe manner in which the amounts of payment of principal of, or premium, if any, or interest on, the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the SEC, NASDAQ, law enforcementdebt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or financial index;

any provisions relating to any security provided for the debt securities;

any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;

any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;

any depositaries, interest rate calculation agents, exchange rate calculation agents or other regulatory bodies;agents with respect to the debt securities;

the provisions, if any, relating to conversion or exchange of any securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange; and

 

actsany other terms of terrorism, the threatdebt securities, which may supplement, modify, replace or delete any provision of warthe indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities. (Section 2.2)

We may issue debt securities that provide for an amount less than their stated principal amount to be due and economic slowdownspayable upon declaration of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations and other special considerations applicable to any of these debt securities in general.the applicable prospectus supplement.

If we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.

Transfer and Exchange

Each debt security will be represented by either (i) one or more global securities registered in the name of The Depository Trust Company, or the Depositary, or a nominee of the Depositary (we will refer to any debt security represented by a global debt security as a “book-entry debt security”), or (ii) a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a “certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth under the heading “Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.

Certificated Debt Securities. You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the indenture. (Section 2.4) No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange. (Section 2.7)

You may effect the transfer of certificated debt securities and the right to receive the principal of, premium and interest on certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.

Global Debt Securities and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the Depositary, and registered in the name of the Depositary or a nominee of the Depositary. Please see “Global Securities.”

Covenants

We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities. (Article IV)

No Protection In the Event of a Change of Control

Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which could adversely affect holders of debt securities.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to any person (a “successor person”) unless:

either we are the surviving corporation or the successor person (if other than GSI Group) is a corporation organized and validly existing under the laws of New Brunswick, Canada or any U.S. domestic jurisdiction and such successor person expressly assumes our obligations on the debt securities and under the indenture; and

While

immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.

Notwithstanding the above, any of our subsidiaries may consolidate with, merge into or transfer all or part of its properties to us. (Section 5.1)

Events of Default

“Event of Default” means with respect to any series of debt securities, any of the following:

default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);

default in the payment of principal of any debt security of that series at its maturity;

default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we cannot predictreceive written notice from the individualtrustee or we and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;

certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of GSI Group; and

any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1)

No Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event of Default with respect to any other series of debt securities. (Section 6.1) The occurrence of certain Events of Default or an acceleration under the indenture may constitute an event of default under certain of our indebtedness or that of our subsidiaries outstanding from time to time.

If an Event of Default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal

amount of the outstanding debt securities of that series may rescind and annul the acceleration if all Events of Default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. (Section 6.2) We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.

The indenture provides that the trustee will be under no obligation to exercise any of its rights or powers under the indenture unless the trustee receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in exercising such right of power. (Section 7.1(e)) Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. (Section 6.12)

No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:

that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and

the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered reasonable indemnity or security, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7)

Notwithstanding any other provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment. (Section 6.8)

The indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. (Section 4.3) If a Default or Event of Default occurs and is continuing with respect to the debt securities of any series and if it is known to a responsible officer of the trustee, the trustee shall mail to each Securityholder of the debt securities of that series notice of a Default or Event of Default within 90 days after it occurs. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any Default or Event of Default (except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities. (Section 7.5)

Modification and Waiver

We and the trustee may modify and amend the indenture or the debt securities of any series without the consent of any holder of any debt security:

to cure any ambiguity, defect or inconsistency;

to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”;

to provide for uncertificated securities in addition to or in place of certificated securities;

to make any change that does not adversely affect the rights of any holder of debt securities;

to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture;

to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee;

to conform the text of the indentures to any provision of the “Description of Debt Securities” to the extent that such provision in the “Description of Debt Securities” was intended to be a verbatim recitation of a provision of the indentures; or

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. (Section 9.1)

We may also modify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each affected debt security then outstanding if that amendment will:

reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;

reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;

reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;

reduce the principal amount of discount securities payable upon acceleration of maturity;

waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);

make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;

make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or

waive a redemption payment with respect to any debt security. (Section 9.3)

Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. (Section 9.2) The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration. (Section 6.13)

Defeasance of Debt Securities and Certain Covenants in Certain Circumstances

Legal Defeasance. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations in respect of the debt securities of any series (subject to certain exceptions). We will be so discharged upon the deposit with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.

This discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, these factors may haveand based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the market pricesame amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred. (Section 8.3)

Defeasance of Certain Covenants. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:

we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and

any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”).

The conditions include:

depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and

delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. (Section 8.4)

Covenant Defeasance and Events of Default. In the event we exercise our option to effect covenant defeasance with respect to any series of debt securities and the debt securities of that series are declared due and payable because of the occurrence of any Event of Default, the amount of money and/or U.S. government obligations or foreign government obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities of that series at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities of that series at the time of the acceleration resulting from the Event of Default. However, we shall remain liable for those payments. (Section 8.4).

Conversion Rights

If applicable, the terms of the debt securities of any series that are convertible into or exchangeable for our common shares these factors, either individually or our other securities will be described in an applicable prospectus supplement. These terms will describe whether conversion or exchange is mandatory, at the option of the holder, or at our option. These terms may include provisions pursuant to which the number of common shares or our other securities to be received by the holders of debt securities would be subject to adjustment. Any such conversion or exchange will comply with applicable law, our Articles and By-Laws.

Governing Law

The indenture and the debt securities, including any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the laws of the State of New York without regard to conflict of law principles that would result in the aggregate, could result in significant volatility in our stock price duringapplication of any given periodlaw other than the laws of time. Additionally, the stock market has recently experienced extreme price volatility, which has adversely affected and may continue to adversely affect the market priceState of our common shares for reasons unrelated to our business or operating results.

Future sales of a substantial number of our common shares in the public market, including the shares offered pursuant to this prospectus, could adversely affect the trading price of our shares and impair our ability to raise funds in future stock offerings.

Future sales of a substantial number of our common shares in the public market, including the shares to be offered pursuant to this prospectus and other resale prospectuses and shares available for resale under Rule 144 under the Securities Act, or the perception that such sales could occur, could adversely affect the prevailing market price of our common shares and could make it more difficult for us to raise additional capital through the sale of equity securities.New York. (Section 10.10)

FORWARD-LOOKING STATEMENTSGLOBAL SECURITIES

ThisBook-Entry, Delivery and Form

Unless we indicate differently in a prospectus supplement, the securities initially will be issued in book-entry form and represented by one or more global notes or global securities, or, collectively, global securities. The global securities will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the information we incorporatename of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the limited circumstances described below, a global security may not be transferred except as a whole by reference into this prospectus contain certain forward-looking statementsthe depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.

DTC has advised us that it is:

a limited-purpose trust company organized under the New York Banking Law;

a “banking organization” within the meaning of the New York Banking Law;

a member of the Federal Reserve System;

a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as indirect participants, that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

Purchases of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except under the limited circumstances described below.

To facilitate subsequent transfers, all global securities deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.

So long as the securities are in book-entry form, you will receive payments and may transfer securities only through the facilities of the depositary and its direct and indirect participants. We will maintain an office or agency in the location specified in the prospectus supplement for the applicable securities, where notices and demands in respect of the securities and the indenture may be delivered to us and where certificated securities may be surrendered for payment, registration of transfer or exchange.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.

Redemption notices will be sent to DTC. If less than all of the securities of a particular series are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in the securities of such series to be redeemed.

Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus proxy.

So long as securities are in book-entry form, we will make payments on those securities to the depositary or its nominee, as the registered owner of such securities, by wire transfer of immediately available funds. If securities are issued in definitive certificated form under the limited circumstances described below, we will have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States Private Securities Litigation Reformdesignated in writing to the applicable trustee or other designated party at least 15 days before the applicable payment date by the persons entitled to payment.

Redemption proceeds, distributions and dividend payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility of participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.

Except under the limited circumstances described below, purchasers of securities will not be entitled to have securities registered in their names and will not receive physical delivery of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities and the indenture.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in securities.

DTC may discontinue providing its services as securities depository with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depository is not obtained, securities certificates are required to be printed and delivered.

As noted above, beneficial owners of a particular series of securities generally will not receive certificates representing their ownership interests in those securities. However, if:

DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of 1995, Section 27Athe notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be;

we determine, in our sole discretion, not to have such securities represented by one or more global securities; or

an Event of Default has occurred and is continuing with respect to such series of securities,

we will prepare and deliver certificates for such securities in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form registered in the names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the global securities.

We have obtained the information in this section and elsewhere in this prospectus concerning DTC and DTC’s book-entry system from sources that are believed to be reliable, but we take no responsibility for the accuracy of this information.

PLAN OF DISTRIBUTION

We or the selling shareholder may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We or the selling shareholder may sell the securities separately or together:

to or through one or more underwriters, brokers or dealers in a public offering or open market transactions, including option, share lending or other derivative or hedging transactions;

through agents; and/or

directly to one or more purchasers.

We or the selling shareholder may distribute the securities from time to time in one or more transactions:

at a fixed price or prices, which may be changed;

at market prices prevailing at the time of sale;

at prices related to such prevailing market prices; or

at negotiated prices.

We or the selling shareholder may solicit directly offers to purchase the securities being offered by this prospectus. We or the selling shareholder may also designate agents to solicit offers to purchase the securities from time to time. We or the selling shareholder may sell the securities being offered by this prospectus by any method permitted by law, including sales deemed to be an “at the market” offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, (the “Securities Act”)or the Securities Act, including without limitation sales made directly on the NASDAQ Global Select Market, on any other existing trading market for our securities or to or through a market maker. We will name in a prospectus supplement any agent involved in the offer or sale of our securities to the extent required by law.

If we or the selling shareholder utilize a dealer in the sale of the securities being offered by this prospectus, we or the selling shareholder will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

If we or the selling shareholder utilize an underwriter in the sale of the securities being offered by this prospectus, we or the selling shareholder will execute an underwriting agreement with the underwriter at the time of sale and Section 21Ewe will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, the selling shareholder or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or commissions.

We will provide in the applicable prospectus supplement any compensation we or the selling shareholder will pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. In compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”). These forward-looking statements may relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, tax issuesany discounts and other matters. All statements contained or incorporatedcommissions received by reference in this prospectus that do not relate to matters of historical fact should be considered forward-looking statements,them and are generally identifiedany profit realized by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “objective” and other similar expressions. Investors should not place undue reliancethem on the forward-looking statements contained or incorporated by reference in this prospectus. Such statements are based on management’s beliefs and assumptions and on information currently available to management and are subject to risks, uncertainties and changes in condition, significance, value and effect. Someresale of the risks and uncertainties thatsecurities may cause actual results to differ materially from those contained in the statements include the following:

the risk that anticipated synergies and opportunities as a result of the merger with Excel will not be realized;

difficulty or unanticipated expenses in connection with integrating Excel into GSIG;

the risk that the acquisition does not perform as planned, including the risk that GSIG will not achieve revenue projections;

the inability to retain key employees of either company;

the fact that each of the companies’ sales have been and are expected to continuedeemed to be dependent upon customer capital equipment expenditures, which are, in turn, affected by business cycles inunderwriting discounts and commissions. We or the markets served by those customers;

volatility in the semiconductorselling shareholder may enter into agreements to indemnify underwriters, dealers and printed circuit board industries;

the risk of order delays and cancellations;

the risk of delays by customers in introducing their new products and market acceptance of products incorporating subsystems supplied by the companies;

risks of currency fluctuations;

risks to the companies of delays in new products;

our ability to continue to reduce costs and capital expenditures;

our ability to focus R&D investment and integrate acquisitions;

changes in applicable accounting standards;

tax regulations or other external regulatory rules and standards; and

other risks detailed in reports and documents filed by the companies with the SEC and by GSIG with securities regulatory authorities in Canada.

Such risks, uncertainties and changes in condition, significance, value and effect, many of which are beyond GSIG’s control, could cause the company’s actual results and other future events to differ materially from those anticipated. GSIG does not, however, assume any obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. The risks and uncertainties under the captions “Risk Factors” contained herein, among other things, should be considered in evaluating our prospects and future financial performance. All forward-looking statements included in this prospectus are made as of the date hereof.agents against civil liabilities,

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of common shares by the selling stockholders pursuant to this prospectus. We will incur all costs associated with this registration statement, which are currently estimated to be approximately $99,608.01.

SELLING STOCKHOLDERS

On August 20, 2008, we completed a private placement in which we sold to the selling stockholders warrants to purchase up to an aggregate of 5,882,520 of our common shares for $0.01 per share. Pursuant to a registration rights agreement that we entered into with the selling stockholders on the same date, we agreed to file the registration statement of which this prospectus is a part with the SEC in order to register the resale by the selling stockholders of the common shares issued upon exercise of these warrantsincluding liabilities under the Securities Act, andor to contribute to payments they may be required to make in respect thereof. In the event that an offering made pursuant to this prospectus is subject to FINRA Rule 5121, the prospectus supplement will comply with the prominent disclosure provisions of that rule.

The securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than we or the selling shareholder sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option. In addition, these persons may stabilize or maintain the effectivenessprice of this registration statement until the earlier of: (i) 12 months aftersecurities by bidding for or purchasing securities in the date thatopen market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the registration statement becomes effective; (ii) such time as all such common shares have beenoffering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

We or the selling stockholders;shareholder may authorize underwriters, dealers or (iii)agents to solicit offers by certain purchasers to purchase the date upon which all of common shares are eligible to be sold tosecurities from us or the selling shareholder at the public by a non-affiliate of us without restriction pursuant to Rule 144 under the Securities Act.

We are registering a total of 5,882,520 common shares in order to permit the selling stockholders to offer the common shares for resale from time to time. Except for: (1) the ownership of the number of common sharesoffering price set forth in the following table;prospectus supplement pursuant to delayed delivery contracts providing for payment and (2)delivery on a specified date in the ownership of a portion offuture. The contracts will be subject only to those conditions set forth in the $210,000,000 aggregate principal amount of 11% Senior Notes due 2013 issued by our wholly owned subsidiary, GSI Group Corporation, on August 20, 2008,prospectus supplement, and the prospectus supplement will set forth any commissions we or the selling stockholders haveshareholder pay for solicitation of these contracts.

We or the selling shareholder may enter into derivative transactions with third parties, or sell securities not hadcovered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with any material relationship withderivative transaction, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or any of our predecessorsborrowed from us or affiliates within the past three years.

The table below listsothers, including the selling stockholdersshareholder, to settle those sales or to close out any related open borrowings of stock, and other information regarding the beneficial ownership of our common shares by each ofmay use securities received from us or the selling stockholders as a resultshareholder in settlement of the automatic exercisethose derivatives to close out any related open borrowings of the warrants.

stock. The selling stockholders may sell all, some or none of their common sharesthird party in such sale transactions will be an underwriter and, if not identified in this offering. See “Plan of Distribution” beginning on page 22 of this prospectus, for further details. The informationwill be identified in the table below is based on information suppliedapplicable prospectus supplement or a post-effective amendment to us by the selling stockholders named in the table, and we have not sought to verify such information. The first column in the below table lists the selling stockholders. The second column in the below table lists the number of common shares beneficially owned by each selling stockholder as of October 10, 2008 (unless otherwise specified below), assuming the automatic exercise of the warrants to purchase an aggregate of up to 5,882,520 common shares concurrently with the effective time of the registration statement of which this prospectus is a part. In addition, we or the selling shareholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

The third columnunderwriters, dealers and agents may engage in transactions with us or the selling shareholder, or perform services for us or the selling shareholder, in the below table listsordinary course of business.

In addition, the common shares being offered bypursuant to this prospectus by the selling stockholders. The fourth and fifth columns inshareholder may be sold under Rule 144 under the below table reflect the number and percentageSecurities Act of common shares beneficially owned by each of the selling stockholders subsequent to the offering, assuming the sale of all common shares offered by each selling stockholder1933, as amended, or otherwise rather than pursuant to this prospectus. Information concerning the selling stockholders may change from time

Pursuant to time and any changed information will be set forth in prospectus supplements or post-effective amendments, if required by applicable law.

Name of Selling Stockholder

  Number of
Common Shares
Beneficially
Owned Prior to
Offering (1)
  Maximum Number of
Common Shares to be
Sold Pursuant to this
Prospectus
  Number of Common
Shares Beneficially
Owned After
Offering (2)
  Percentage of
Common Shares
Beneficially Owned
After Offering (2)

Tempo Master Fund LP (3)

  420,180  420,180  —    —  

Hale Capital Partners, LP (4)

  140,060  140,060  —    —  

Interlachen Convertible Investments Limited (5)

  420,180  420,180  —    —  

Special Value Opportunities Fund, LLC (6)

  373,876  373,876  —    —  

Special Value Expansion Fund, LLC (7)

  157,764  157,764  —    —  

Special Value Continuation Partners, LP (8)

  217,877  217,877  —    —  

Tennenbaum Opportunities Partners V, LP (9)

  581,053  581,053  —    —  

Silver Oak Capital, L.L.C. (10)

  280,120  280,120  —    —  

Highbridge International LLC (11)

  1,330,570  1,330,570  —    —  
UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage Master Limited (12)  378,162  378,162  —    —  
UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage II Master Limited (13)  42,018  42,018  —    —  

Liberty Harbor Master Fund I, L.P. (14)

  1,540,660  1,540,660  —    —  
             

Total:

  5,882,520  5,882,520  —    —  

(1)Consists of the number of common shares beneficially owned by the selling stockholder as of October 10, 2008, including common shares that we issued to the selling stockholder as a result of the automatic exercise of warrant to purchase an aggregate of up to 5,882,520 common shares for $0.01 per share, which may be on a cashless basis, concurrently with the effective time of the registration statement of which this prospectus is a part.

(2)Assumes the sale of all common shares offered by each selling stockholder pursuant to this prospectus.

(3)JD Capital Management, LLC is the investment advisor of Tempo Master Fund LP and has voting and investment discretion over securities held by Tempo Master Fund LP. J. David Rogers as the managing partner of JD Capital Management LLC has voting control and investment discretion over securities held by Tempo Master Fund LP.

(4)Hale Capital Management, L.P. is the investment manager of Hale Capital Partners, L.P. and has voting and investment discretion over securities held by Hale Capital Partners, L.P. Martin M. Hale, Jr. is the managing member of the general partner of Hale Capital Management, L.P. Mr. Hale and Hale Capital Management, L.P. disclaim beneficial ownership of the securities held by Hale Capital Partners L.P except to the extent of their pecuniary interest therein, if any.

(5)Interlachen Capital Group LP is the trading manager of Interlachen Convertible Investments Limited and has voting and investment discretion over securities held by Interlachen Convertible Investments Limited. Andrew Fraley and Jonathan Havice, as the managing members of the general partner of Interlachen Capital Group LP, have shared voting control and investment discretion over securities held by Interlachen Convertible Investment Limited. Andrew Fraley and Jonathan Havice disclaim beneficial ownership of the securities held by Interlachen Convertible Investments Limited.

(6)Tennenbaum Capital Partners, LLC is the investment manager of Special Value Opportunities Fund, LLC and has voting and investment discretion over securities held by Special Value Opportunities Fund, LLC. Tennenbaum Capital Partners, LLC disclaims beneficial ownership of the securities held by Special Value Opportunities Fund, LLC.

(7)Tennenbaum Capital Partners, LLC is the investment manager of Special Value Expansion Fund, LLC and has voting and investment discretion over securities held by Special Value Expansion Fund, LLC. Tennenbaum Capital Partners, LLC disclaims beneficial ownership of the securities held by Special Value Expansion Fund, LLC.

(8)Tennenbaum Capital Partners, LLC is the investment manager of Special Value Continuation Partners, LP and has voting and investment discretion over securities held by Special Value Continuation Partners, LP. Tennenbaum Capital Partners, LLC disclaims beneficial ownership of the securities held by Special Value Continuation Partners, LP.

(9)Tennenbaum Capital Partners, LLC is the investment manager of Tennenbaum Opportunities Partners V, LP and has voting and investment discretion over securities held by Tennenbaum Opportunities Partners V, LP. Tennenbaum Capital Partners, LLC disclaims beneficial ownership of the securities held by Tennenbaum Opportunities Partners V, LP.

(10)Silver Oak Capital, L.L.C. holds the shares as nominee for private investment funds and separately managed accounts managed by Angelo, Gordon & Co., L.P. In such capacity, Angelo Gordon & Co. may be deemed to have voting and dispositive power over the securities held for the account of Silver Oak Capital, L.LC. Mr. Angelo and Mr. Gordon are controlling members of Silver Oak Capital, L.L.C. and act as managing members of JAMG LLC, the general partner of AG Partners, L.P., the sole general partner of Angelo Gordon & Co. and, in such capacities, may also be deemed to have voting and dispositive power over the securities held for the account of Silver Oak Capital, L.L.C. Each of Angelo Gordon & Co., Mr. Angelo, Mr. Gordon, AG Partners, L.P., and JAMB LLC disclaims beneficial ownership of the securities held by Silver Oak Capital, L.L.C.

(11)Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC and has voting control and investment discretion over the securities held by Highbridge International LLC. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC and have voting control and investment discretion over the securities held by Highbridge International LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the securities held by Highbridge International LLC.

(12)The selling security holder (O’Connor Global Convertible Arbitrage Master Limited) is a fund which cedes investment control to UBS O’Connor LLC (The Investment Manager). The Investment Manager makes all the investment/voting decisions. UBS O’Connor LLC is a wholly owned subsidiary of UBS AG which is listed and traded on the NYSE.

(13)The selling security holder (O’Connor Global Convertible Arbitrage II Master Limited) is a fund which cedes investment control to UBS O’Connor LLC (The Investment Manager). The Investment Manager makes all the investment/voting decisions. UBS O’Connor LLC is a wholly owned subsidiary of UBS AG which is listed and traded on the NYSE.

(14)The information reflected on this table relating to Liberty Harbor Master Fund I, L.P. is based on information as of October 2, 2008. Liberty Harbor Master Fund I, L.P.’s investment manager is GS Investment Strategies, LLC, a wholly owned subsidiary of The Goldman Sachs Group, Inc. In accordance with the SEC Release No. 34-39538 (January 12, 1998)(the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect Company securities, if any, beneficially owned by any operating units of GSG whose ownership of such securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

PLAN OF DISTRIBUTION

We are registering a total of 5,882,520 common shares which are issuable to the selling stockholders in order to permit the resale of these common shares by the selling stockholders from time to time after the effective date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of these common shares. We will bear all fees and expenses incident to our obligation to register the common shares.

The selling stockholders may sell all or a portion of the common shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the common shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The common shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, through:

any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

the over-the-counter market;

transactions otherwise than on these exchanges or systems or in the over-the-counter market;

the writing of options, whether such options are listed on an options exchange or otherwise;

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

short sales;

sales pursuant to Rule 144;

transactions in which broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

If the selling stockholders sell their common shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the common shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the common shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the common shares in the course of hedging in positions they assume. The selling stockholders may also sell common shares short and deliver common shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge common shares to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the warrants, or common shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the common shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealer participating in the distribution of the common shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the common shares is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of common shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the common shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholders will sell any or all of the common shares registered pursuant to the registration statement of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the common shares by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the common shares to engage in market-making activities with respect to the common shares. All of the foregoing may affect the marketability of the common shares and the ability of any person or entity to engage in market-making activities with respect to the common shares.

We will pay all expenses of the registration of the common shares pursuant to the registration rights agreement, dated as of August 20, 2008, estimatedwe have agreed to be $99,608.01 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholdersshareholder and certain of its affiliates against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civilcertain liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the registration rights agreement referenced above, or we may be entitled to contribution.

Once sold under the registration statement of which this prospectus forms a part, the common shares will be freely tradable in the hands of persons other than our affiliates.1933, as amended.

LEGAL MATTERS

TheLatham & Watkins LLP, New York, New York will issue an opinion about certain legal matters with respect to the enforceability of the debt securities for us. Certain matters relating to New Brunswick law regarding the validity of the securities being offered herebycommon shares will be passed uponon by Stewart McKelvey, New Brunswick, Canada. In connection with any particular offering of the securities in the future, the validity of those securities may be passed upon for us by Latham & Watkins LLP, our special counsel regarding New York matters; Stewart McKelvey, our special counsel in New Brunswick; or such other counsel as may be specified in the applicable prospectus supplement. Any underwriters will be advised about the other issues relating to any offering by their own legal counsel.

EXPERTS

The consolidated financial statements and schedule of GSI Group Inc. at December 31, 2007 and December 31, 2006, and for each of the three years in the period ended December 31, 2007, appearing in GSI Group Inc.’s Annual Report (Form 10-K) incorporated by reference in this prospectusfor the year ended December 31, 2011, and registration statementthe effectiveness of GSI Group Inc.’s internal control over financial reporting as of December 31, 2011, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reportreports thereon, included therein, and are incorporated herein by referencereference. Such consolidated financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such reportfinancial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.

ENFORCEMENT OF CIVIL LIABILITIES

The consolidated financial statements and scheduleCompany is a corporation existing under the laws of Excel Technology, Inc. and subsidiaries asNew Brunswick, Canada. As a result, it may be difficult for investors to effect service of December 31, 2007 and 2006, and for eachprocess within the United States upon the Company, or to realize upon judgments of courts of the years inUnited States predicated upon civil liability of the three-year period ended December 31, 2007, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the December 31, 2007 consolidated financial statements refers to the adoption of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of SFAS No. 109”, effective January 1, 2007, and Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment”, effective January 1, 2006.Company under U.S. federal securities laws.

WHERE YOU CAN FIND MORE INFORMATIONLIMITATION ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The SEC allows us to ‘incorporate by reference’ certain information into this prospectus. This meansOur by-laws require that we can disclose important informationwill indemnify our current or former directors and officers and each person who acts or acted at the Company’s request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor against all costs, charges and expenses incurred by them in connection with each proceeding in which such officer, director or person is involved as a result of serving or having served at our request. Our indemnification obligation covers all costs, charges and expenses, including amounts paid to yousettle an action or satisfy a judgment reasonably incurred by referring yousuch officer or director by reason of having been an officer or director. Indemnification is not available with respect to another document filed separatelya proceeding as to which it has been adjudicated that such person did not act honestly and in good faith with a view to our best interests, and, with the SEC.reasonable belief that his or her action was lawful. The information that we incorporate by reference should be consideredabove provisions are intended to be part of this prospectus. Because wefollow and are incorporating by reference our future filings withsubject to the SEC, this prospectus will be continually updated by those future filings, and those future filings may modify or supersede some or alllimitations set forth in section 81 of the information includedNew Brunswick Business Corporations Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or incorporated in this prospectus. This means that you should look at all of the SEC filings thatotherwise, we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded.

We electronically file withinformed that in the SEC our annual reports on Form 10-K, quarterly interim reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1934. We also make available on or through our website, free of charge, copies of these reports as soon as reasonably practicable after we electronically file or furnish it to the SEC. You can also request copies of such documents free of charge by contacting our Investor Relations Department by phone at (781) 266-5700 or in writing to the attention of Investor Relations, 125 Middlesex Turnpike, Bedford, MA 01730. You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. The SEC’s website can be found athttp://www.sec.gov.is therefore unenforceable.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing of the registration statement, whether before or after it is declared effective, and before the end of any offering made under this prospectus will be incorporated by reference into this prospectus and will automatically update and supersede the information in this prospectus and any previously filed document. We incorporate by reference the following information that has been filed with the SEC:

 

our annual report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 10, 2008;

 

the annual report of Excel Technology,LOGO

GSI Group Inc. on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 14, 2008;

Common Shares

Debt Securities

 

the information specifically incorporated by reference into our December 31, 2007 Form 10-K from our definitive proxy statement on Schedule 14A, filed with the SEC on April 14, 2008;

 

our quarterly report on Form 10-Q for the quarterly period ended March 31, 2008, filed with the SEC on May 5, 2008;PROSPECTUS

 

our quarterly report on Form 10-Q for the quarterly period ended June 30, 2008, filed with the SEC on July 31, 2008;

 

our current reports on Form 8-K filed with the SEC on March 20, 2008, April 30, 2008, July 3, 2008, July 11, 2008, July 18, 2008, July 31, 2008, August 21, 2008, August 29, 2008, September 2, 2008, October 9, 2008 and October 10, 2008; and            , 2012

 

the description of our common shares, which is contained in the registration statement on Form 8-A filed with the SEC on January 24, 2002.

Any information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14.Other Expensesexpenses of Issuanceissuance and Distribution.distribution.

The following table sets forth the estimated costs and expensesfees payable by GSI Group Inc. (the “Registrant”) in connection with the sale of the securities being registered hereby. The expenses of registration of the common shares being registered. Theoffered by the selling stockholdersshareholder will not bear any portionbe borne by us in accordance with the registration rights agreement. With the exception of such expenses. All the Securities and Exchange Commission registration fee, all amounts shown are estimates, except for the SEC registration fee.estimates.

 

SEC Registration Fee

$608.01

Accounting Fees and Expenses

$60,000.00

Legal Fees and Expenses

$35,000.00

Printing and Miscellaneous Expenses

$4,000.00

Total

$99,608.01

Securities and Exchange Commission registration fee

  $26,571.61  

Blue sky qualification fees and expenses

  $5,000.00  

Printing and engraving expenses

  $10,000.00  

Legal fees and expenses

  $200,000.00  

Accounting fees and expenses

  $100,000.00  

Transfer agent and listing fees

  $10,000.00  

Trustee fees and expenses

  $5,000.00  

Miscellaneous expenses

  $5,000.00  
  

 

 

 

Total

  $361,571.61  

 

Item 15.IndemnificationIndemnifications of Directorsdirectors and Officers.officers.

TheOur by-laws of the Registrant require the Registrant tothat we indemnify current or former directors and officers against expenses incurred by them in connection with each proceeding in which such officer or director is involved as a result of serving or having served at the Registrant’sour request. The Registrant’sOur indemnification obligation covers all costs, charges and expenses, including amounts paid to settle an action or satisfy a judgment reasonably incurred by such officer or director by reason of having been an officer or director. Indemnification is not available with respect to a proceeding as to which it has been adjudicated that such person did not act honestly and in good faith with a view to theour best interests, of the Registrant, and, with the reasonable belief that his or her action was lawful. The above provisions are intended to follow and are subject to the limitations set forth in section 81 of the New Brunswick Business Corporations Act.Act (“NB BCA”).

Section 81(1) of the NB BCA provides that except in respect of an action by or on behalf of us or a body corporate to procure a judgment in its favor, we may indemnify a former or current director or officer or other person who acts or acted at our request as a director or officer of a body corporate of which we are or were a shareholder or creditor, and that person’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that person in respect of any civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been a director or officer of the Company or body corporate, if (a) that person acted honestly and in good faith with a view to our best interests, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, that person had reasonable grounds for believing that that person’s conduct was lawful.

Section 81(2) of the NB BCA provides that we may with court approval indemnify a former or current director or officer or other person who acts or acted at our request as a director or officer of a body corporate of which we are or were a shareholder or creditor, and that person’s heirs and legal representatives in respect of an action by or on behalf of us or body corporate to procure a judgment in its favor, to which he is made a party by reason of being or having been a director or an officer of the Company or body corporate, against all costs, charges and expenses reasonably incurred by him in connection with such action if (a) that person acted honestly and in good faith with a view to our best interests, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, that person had reasonable grounds for believing that that person’s conduct was lawful.

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Section 81(3) of the NB BCA provides that notwithstanding anything in section 81 of the NB BCA, a former or current director or officer or other person who acts or acted at our request as a director or officer of a body corporate of which we are or were a shareholder or creditor, and that person’s heirs and legal representatives is entitled to indemnity from us in respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Company or body corporate, if the person seeking indemnity (a) was substantially successful on the merits of his defense of the action or proceeding, (b) acted honestly and in good faith with a view to our best interests, (c) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that that person’s conduct was lawful and (d) is fairly and reasonably entitled to indemnity.

Section 81(4) of the NB BCA provides that we may purchase and maintain insurance for the benefit of any former or current director or officer or other person who acts or acted at our request as a director or officer of a body corporate of which we are or were a shareholder or creditor, and that person’s heirs and legal representatives against any liability incurred by him (a) in his capacity as our director or officer, except where the liability relates to his failure to act honestly and in good faith with a view to our best interests; or (b) in his capacity as a director or officer of another body corporate if he acts or acted in that capacity at our request, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of that body corporate.

We and our wholly owned subsidiary, GSI Group Corporation, have also entered into indemnification agreements with our chief executive officer and chief financial officer. The Registrantindemnification agreements provide that we will indemnify such persons if they are, or are threatened to be made, a party to or a participant in any proceeding, other than a proceeding by or in the right of us to procure a judgment in our favor. Such persons are indemnified to the fullest extent permitted by applicable law against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them or on their behalf in connection with such proceeding or any claim, issue or matter therein, if they acted honestly and in good faith with a view to our best interests, and in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, such persons had reasonable grounds for believing that their conduct was lawful. With the leave of the court, we also hasindemnify such persons to the fullest extent permitted by applicable law against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them or on their behalf if they are, or are threatened to be made, a party to or a participant in any proceeding by us or in our right to procure a judgment in our favor, provided that such persons acted honestly and in good faith with a view to our best interests, and in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, such persons had reasonable grounds for believing that their conduct was lawful. To the extent that such persons are a party to or a participant in and are successful (on the merits or otherwise) in defense of any proceeding or any claim, issue or matter therein, we will indemnify them against all expenses actually and reasonably incurred in connection with the proceedings. To the extent permitted by applicable law, if such persons are not wholly successful in such proceeding but are successful, on the merits or otherwise, in defense of one or more but less than all claims, issues or matters in such proceeding, we will indemnify them against all expenses actually and reasonably incurred in connection with (a) each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any such successfully resolved claim, issuer or matter.

We also have director and officer insurance policies that will indemnify itsinsure our officers and directors against non-indemnifiableunindemnifiable costs, charges and expenses, and may also enable the Registrantus to recover some or all of any future amounts paid pursuant to the registrant’sour indemnity obligations.

 

Item 16.Exhibits.

The attached Exhibit Index is incorporated herein by reference.

Exhibit
Number

Exhibits

2.1Agreement and Plan of Merger, dated as of July 9, 2008, by and among the Registrant, Eagle Acquisition Corporation and Excel Technology, Inc.(1)
4.1Registration Rights Agreement, dated August 20, 2008, by and among GSI Group Inc., Tempo Master Fund LP, Hale Capital Partners, LP, Interlachen Convertible Investments Limited, Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC, Special Value Continuation Partners, LP, Tennenbaum Opportunities Partners V, LP, Silver Oak Capital, L.L.C., Highbridge(2)


International LLC, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage Master Limited, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage II Master Limited and Liberty Harbor Master Fund I, L.P.(2)
4.2Warrant Agreement, dated August 20, 2008, by and among GSI Group Inc., Tempo Master Fund LP, Hale Capital Partners, LP, Interlachen Convertible Investments Limited, Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC, Special Value Continuation Partners, LP, Tennenbaum Opportunities Partners V, LP, Silver Oak Capital, L.L.C., Highbridge International LLC, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage Master Limited, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage II Master Limited and Liberty Harbor Master Fund I, L.P.(2)
5.1Opinion of Stewart McKelvey
23.1Consent of Ernst & Young LLP
23.2Consent of KPMG LLP
23.3Consent of Stewart McKelvey (included in Exhibit 5.1)
24.1Power of Attorney (included on the signature pages hereto)

 

(1)Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2008.
(2)Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on August 21, 2008.

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Item 17.Undertakings.

Insofar as indemnification(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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 this registration statement.

Provided,however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for liabilities arisingthe purpose of determining any liability under the Securities Act of 1933, mayeach such post-effective amendment shall be permitteddeemed to directors, officers and controlling persons of the Registrant pursuantbe a new registration statement relating to the provisions set forth in Item 15 above, or otherwise,securities offered therein, and the Registrant has been advisedoffering of such securities at that intime shall be deemed to be the opinioninitialbona fide offering thereof.

(3) To remove from registration by means of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrantpost-effective amendment any 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 which remain unsold at the Registrant will, unlesstermination of the offering.

(b) The undersigned registrant hereby further undertakes that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(1) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the opinionregistration statement; and

(2) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of its counsela registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the matter has been settledpurpose of providing the information required by controlling precedent, submitsection 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated

II-3


or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a courtpurchaser with a time of appropriate jurisdiction the question whethercontract of sale prior to such indemnification by it is against public policy as expressedeffective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(c) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be governedconsidered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the final adjudicationundersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(d) The undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and (ii) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such issue.securities at that time shall be deemed to be the initialbona fide offering thereof.

(e) The undersigned Registrantregistrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’sregistrant’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 initialbona fide offering thereof.

The(f) If and when applicable, the undersigned Registrantregistrant, hereby undertakes:

(1) Toundertakes 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 the 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 20 percent 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 (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to


Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That,an application for the purpose of determining any liabilitythe eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities Act of 1933, 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 anyExchange Commission under Section 305(b)(2) of the securities being registered which remain unsold at the termination of the offering.Act.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i)Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of 314 securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrantregistrant 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 Bedford, state of Massachusetts, on October 9, 2008.April 3, 2012.

 

GSI GROUP INC.
By: /s/    RS/ SERGIOOBERT EJ. BDELSTEINUCKLEY        
Name: 

Dr. Sergio Edelstein

President and Robert J. Buckley

Title:Chief ExecutiveFinancial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Daniel J. Lyne and Robert L. Bowen, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Form S-3, including post-effective amendments, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, 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 his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

II-5


Pursuant to the requirements of the Securities Act of 1933, this Form S-3registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.indicated:

 

Signature

  

Title

 

Date

*

Stephen W. Bershad

Chairman of the Board of Directors

April 3, 2012

/s/    JS/ DR. SERGIOOHN EA. RDELSTEINOUSH        

Dr. Sergio EdelsteinJohn A. Roush

  

Director, President and Chief Executive Officer

(Principal Executive Officer)

 October 9, 2008April 3, 2012

/S/    ROBERT L.J. BOWENUCKLEY        

Robert L. BowenJ. Buckley

  

Vice President and Chief Financial Officer

(Principal Financial Officer)

 October 9, 2008

/S/ RICHARD B. BLACK

Richard B. Black

Chairman of the Board of DirectorsOctober 9, 2008April 3, 2012

/S/    PHILLIPETER A. GL. CRIFFITHSHANG        

Phillip A. GriffithsPeter L. Chang

  Director

Vice President, Corporate Controller

(Principal Accounting Officer)

 October 9, 2008April 3, 2012

*

Eugene I. Davis

Director

April 3, 2012

*

Dennis J. Fortino

Director

April 3, 2012

*

Ira J. Lamel

Director

April 3, 2012

*

Byron O. Pond

Director

April 3, 2012


/S/ BYRON O. POND

Byron O. Pond

*By:
 DirectorOctober 9, 2008

/s/    ROBERT J. BUCKLEY        

/S/ BENJAMIN J. VIRGILIO

Benjamin J. Virgilio

 DirectorOctober 9, 2008Robert J. Buckley

/S/ GARRETT A. GARRETTSON

Garrett A. Garrettson

 DirectorOctober 9, 2008

/S/ MARINA HATSOPOULOSAttorney-in-fact

Marina Hatsopoulos

DirectorOctober 9, 2008

II-6


EXHIBIT INDEX

 

Exhibit
NumberNo.

  

ExhibitsDescription

  1.1*Form of Underwriting Agreement
2.1  Agreement and Plan of Merger, dated as of July 9, 2008, by and among the Registrant, Eagle Acquisition Corporation, and Excel Technology, Inc.(1) dated July 9, 2008 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on July 11, 2008).
4.1  2.2  Registration RightsAsset Purchase Agreement, dated August 20, 2008, by and amongbetween GSI Group Inc.Corporation and Gooch & Housego (California) LLC., Tempo Master Fund LP, Hale Capital Partners, LP, Interlachen Convertible Investments Limited, Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC, Special Value Continuation Partners, LP, Tennenbaum Opportunities Partners V, LP, Silver Oak Capital, L.L.C., Highbridge International LLC, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage Master Limited, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage II Master Limited and Liberty Harbor Master Fund I, L.P.(2)dated July 3, 2008 (incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q filed on April 13, 2010).
4.2  2.3  Warrant Agreement, dated August 20, 2008, by and amongFinal Fourth Modified Joint Chapter 11 Plan of Reorganization for the Registrant, GSI Group Corporation, and MES International, Inc., Tempo Master Fund LP, Hale Capital Partners, LP, Interlachen Convertible Investments Limited, Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC, Special Value Continuation Partners, LP, Tennenbaum Opportunities Partners V, LP, Silver Oak Capital, L.L.C., Highbridge International LLC, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage Master Limited, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage II Master Limiteddated as of May 24, 2010, as supplemented on May 27, 2010, and Liberty Harbor Master Fund I, L.P.(2)as confirmed by the United States Bankruptcy Court for the District of Delaware on May 27, 2010 (incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K filed on May 28, 2010).
5.1  3.1†Certificate and Articles of Continuance of the Registrant, dated March 22, 1999.
  3.2†Articles of Amendment of the Registrant, dated May 26, 2005.
  3.3Articles of Reorganization of the Registrant, dated July 23, 2010 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 23, 2010).
  3.4Articles of Amendment of the Registrant, dated December 29, 2010 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on December 29, 2010).
  3.5By-Laws of the Registrant, as amended (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed on April 13, 2010).
  4.1Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5.
  4.2†Form of Common Share Certificate
  4.3†Form of Indenture, to be entered into between GSI Group Inc. and Wilmington Trust, National Association.
  4.4*Form of Debt Security.
  5.1+  Opinion of Stewart McKelveyMcKelvey.
23.1  5.2†Opinion of Latham & Watkins LLP.
12.1†Statement regarding computation of ratio of earnings to fixed charges
23.1†  Consent of Ernst & Young LLPLLP.
23.2Consent of KPMG LLP
23.323.2+  Consent of Stewart McKelvey (included in Exhibit 5.1).
24.123.3†Consent of Latham & Watkins LLP (included in Exhibit 5.2).
24.1†  Power of Attorney (included on the signature pages hereto)page of this registration statement).
25.1†Statement of Eligibility of Trustee on Form T-1

 

(1)*FiledTo be filed by amendment or as an exhibit to a report filed under the Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2008.Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
(2)+Filed as an exhibit to the Company’s Current Report on Form 8-K,herewith
Previously filed with the SEC on August 21, 2008.