SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2000
GP Strategies Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-7234 13-1926739
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
9 West 57th Street, New York, NY 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 826-8500
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
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On February 11, 2000, the Company, based in part on the unanimous
recommendation of the Special Negotiating Committee of the Board, terminated the
merger agreement with VS&A Communications Partners III, L.P. ("VS&A"), an
affiliate of Veronis, Suhler & Associates Inc.
VS&A had informed the Company that it believes that the Company has
suffered a material adverse change and that the conditions to VS&A's obligation
to consummate the merger contemplated by the merger agreement therefore may not
be fulfilled. VS&A also said that it did not intend to waive the conditions to
its obligation.
To induce VS&A to agree to the immediate termination of the merger
agreement and to give the Company a general release, the Company agreed to issue
to VS&A, as partial reimbursement of the expenses incurred by it in connection
with the merger agreement, 83,333 shares of the Company's Common Stock and an
18-month warrant to purchase 83,333 shares of the Company's Common Stock at a
price of $6.00 per share.
The Company and VS&A have executed a termination agreement, which is
filed as Exhibit 1 hereto.
On February 14, 2000, the Company issued the press release filed as
Exhibit 2 hereto.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
10. Termination of Merger Agreement, dated February 11, 2000, to
the Agreement and Plan of Merger, dated as of October 6, 1999, by
and among the Company, VS&A Communications Partners III, L.P., a
Delaware limited partnership, VS&A Communications Parallel
Partners III, L.P., a Delaware limited partnership, VS&A-GP,
L.L.C., a Delaware limited liability company, and VS&A-GP
Acquisition, Inc., a Delaware corporation.
99. Press release dated February 14, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GP Strategies Corporation
Date: February 14, 2000 By: Scott N. Greenberg