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
July 13, 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)
Item 2. Acquisition or, Disposition of Assets.
On July 13, 1998, General Physics Corporation ("General
Physics"), a Delaware corporation and a wholly-owned subsidiary of GP Strategies
Corporation (the "Company"), completed its acquisition of substantially all of
the operations, assets, properties, rights and business of The Deltapoint
Corporation ("Deltapoint") and in connection therewith, assumed certain of the
liabilities of Deltapoint, pursuant to the Asset Purchase Agreement, dated as of
July 13, 1998 between General Physics and Deltapoint. Deltapoint is a Seattle,
Washington based management consulting firm focused on large systems change and
lean-enterprise, with primarily 500 clients operating in the aerospace,
pharmaceutical, manufacturing, health care and telecommunications industries.
General Physics purchased Deltapoint for approximately $6.3 million in cash and
a future earnout, as described in the Asset Purchase Agreement filed as an
exhibit hereto.
The $6.3 million cash consideration of the purchase price was
derived from funds borrowed by the Company and General Physics, pursuant to the
Company's Credit Agreement dated as of June 15, 1998 (the "Credit Agreement"),
with 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. The Credit Agreement provides 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 General Physics Canada Ltd. 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.
The acquired operations and assets were used by Deltapoint in its
business of providing management consulting services to the manufacturing and
service industry (the "Business"). General Physics intends to use such assets in
operating the Business.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
(1) At the present time it is impracticable to file
the financial statements required by this item.
However, such statements will be filed not later than sixty (60) days.
(b) Pro Forma Financial Information.
(1) At the present time it is impracticable to file
the pro forma financial information required by this
item. However, such statements will be filed not later than sixty (60) days.
(c) Exhibits.
Exhibit No. Exhibit
10 Asset Purchase Agreement, dated as of July 13, 1998,
between General Physics Corporation and The Deltapoint
Corporation.
99 Press Release, dated July 13, 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: July 27, 1998 By: Scott N. Greenberg
------------------
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description Page
10 Asset Purchase Agreement, dated as of
July 13, 1998, General Physics Corporation
and The Deltapoint Corporation.
99 Press Release, dated July 13, 1998.