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
June 16, 1998
Date of Report (Date of earliest event reported)
GP Strategies Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7234 13-1926739
(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
9 West 57th Street, New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 826-8500
(Registrant's telephone number, including area code)
National Patent Development Corporation
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On June 16, 1998, General Physics Corporation ("General
Physics"), a Delaware corporation and a wholly-owned subsidiary of GP Strategies
Corporation (the "Company"), completed its acquisition of the Learning
Technologies business of Systemhouse (an MCI company) ("Learning Technologies"),
pursuant to the Asset Purchase Agreement, dated as of June 3, 1998, by and among
SHL Systemhouse Co., MCI Systemhouse Corp., SHL Computer Innovations Inc., SHL
Technology Solutions Limited (collectively, the "Sellers") and General Physics.
Learning Technologies is a computer technology training and consulting
organization, with offices and classrooms in Canada, the United States and the
United Kingdom. General Physics and the Sellers have also entered into a
Preferred Provider Agreement under which, subject to certain exceptions, General
Physics is the provider of educational training products and services to the
Sellers for its customers during the term of such agreement. General Physics
purchased Learning Technologies for approximately $27 million in cash.
Concurrently therewith, the Company and General Physics Canada
Ltd. ("GP Canada"), an Ontario corporation and a wholly-owned subsidiary of
General Physics, entered into a new Credit Agreement, dated as of June 15, 1998
(the "Credit Agreement"), with Key Bank, N.A., Mellon Financial Services
Corporation, Summit Bank ("Summit"), The Dime Savings Bank of New York, FSB
("Dime"), and Fleet Bank, National Association ("Fleet"), as Agent, as Issuing
Bank and as Arranger, providing for a secured credit facility of $80 million
(the "Credit Facility") comprised of a revolving credit facility of $65 million
for the Company expiring on June 15, 2001 and a five-year term loan of $15
million to GP Canada. The Company terminated its existing credit facility with
Fleet, Dime and Summit, dated as of March 26, 1997, as amended. The Credit
Facility is secured by the receivables and inventory of the Company, GP Canada
and the material domestic subsidiaries of the Company, and all of the issued and
outstanding stock of the Company's material domestic subsidiaries and 65% of the
issued and outstanding stock of the Company's foreign subsidiaries. At the
option of the Company or GP Canada, as the case may be, the interest rate on any
loan under the Credit Facility may be based on an adjusted prime rate or
Eurodollar rate, as described in the Credit Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
10.1 Asset Purchase Agreement, dated as of June 3, 1998,
by and among SHL Systemhouse Co., MCI Systemhouse
Corp., SHL Computer Innovations Inc., SHL Technology
Solutions Limited and General Physics Corporation.
10.2 Preferred Provider Agreement, dated as of June 3,
1998, by and among SHL Systemhouse Co., MCI
Systemhouse Corp., SHL Computer Innovations Inc.,
SHL Technology Solutions Limited and General Physics
Corporation.
10.3 Credit Agreement, dated as of June 15, 1998, by and
among GP Strategies Corporation, General Physics
Canada Ltd., Key Bank, N.A., Mellon Financial
Services Corporation, Summit Bank, The Dime Savings
Bank of New York, FSB, and Fleet Bank, National
Association, as Agent, as Issuing Bank and as Arranger.
99 Press Release, dated June 18, 1998.
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
GP STRATEGIES CORPORATION
(Registrant)
Dated: June 29, 1998 By: Scott N. Greenberg
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description Page
10.1 Asset Purchase Agreement, dated as of June 3,
1998, by and among SHL Systemhouse Co., MCI
Systemhouse Corp., SHL Computer Innovations
Inc., SHL Technology Solutions Limited and
General Physics Corporation.
10.2 Preferred Provider Agreement, dated as of June 3,
1998, by and among SHL Systemhouse Co., MCI
Systemhouse Corp., SHL Computer Innovations
Inc., SHL Technology Solutions Limited and
General Physics Corporation.
10.3 Credit Agreement, dated as of June 15, 1998, by
and among GP Strategies Corporation, General
Physics Canada Ltd., Key Bank, N.A., Mellon
Financial Services Corporation, Summit Bank,
The Dime Savings Bank of New York, FSB, and
Fleet Bank, National Association, as Agent, as
Issuing Bank and as Arranger.
99 Press Release, dated June 18, 1998.