August 23, 2005
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Attn: Maryse Mills-Apenteng
RE: GSE Systems, Inc.
Registration Statement on Form S-3
Filed July 8, 2005
File No. 333-126472
Form 10-K for the year ended December 31, 2004
File No. 1-14785
Dear Ms. Mills-Apenteng:
Following are our responses to the August 5, 2005 letter from Mr. Mark P.
Shuman.
General
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1. While a spin-off transaction may be registered using Form S-3, it appears
that you do not meet the transactional requirements of General Instruction
I.B.1 of Form S-3 as GSE Systems, Inc. has an aggregate market value of
less than $75 million. Please see telephone interpretation G.26 relating to
Form S-3. We suggest therefore that you amend this filing on an appropriate
form such as Form S-2 or S-1.
We will file Amendment No. 1 on Form S-2 to the Form S-3 registration
statement.
2. In view of the role of General Physics Corp and GP Strategies in the
spin-off transaction in which GSE Systems shares will ultimately be
distributed to the shareholders of GP Strategies, please provide us with
your analysis of why General Physics Corp and GP Strategies should not be
named as underwriters, as defined in Section 2(a) (11) of the Securities
Act.
We will disclose in the prospectus contained in Amendment No. 1 on Form S-2
to the Form S-3 registration statement that General Physics Corp. and GP
Strategies may be deemed underwriters with respect to the spin-off.
Outside Front Cover Page
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2. Please revise so that the outside cover page of the document provided to
investors conforms to the requirements of Item 501 of Regulation S-K.
Putting the information required by Item 501 on the second page of your
document is not appropriate. Note that Item 501 of Regulation S-K limits
the presentation of information required on the cover page to a single
page. It appears the key information concerning your proposed transaction
can be presented on a single page.
We will revise the outside cover page of the document provided to investors
to insure that all information required by Item 501 of Regulation S-K
appears on the cover page.
Form 10-K for the year ended December 31, 2004
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Disclosure Controls and Procedure
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3. Given the conclusion of your principal executive and financial officers
that your disclosure controls and procedures were not effective as of
December 31, 2004, amend your disclosure to identify the period for which
the material weakness existed.
We have filed an amendment to our Form 10-K to revise the disclosure under
"ITEM 9A. CONTROLS AND PROCEDURES" accordingly.
4. We note your statement that the company "is revising its controls around
derivative transactions to ensure that these transactions will be captured
and accounted for in a timely manner. Revise to discuss in greater detail
the specific steps that the company has taken, if any, or plans to take to
remediate the material weakness. Identify the costs associated with the
remedial measures, if material, and disclose whether the company believes
that the material weakness still existed at December 31, 2004.
We have filed an amendment to our Form 10-K to revise the disclosure under
"ITEM 9A. CONTROLS AND PROCEDURES" accordingly.
5. Your disclosure states that there were "no significant changes in internal
controls, or in factors that could significantly affect internal controls,
subsequent to the date of the evaluation." This language does not conform
to the requirements of Item 308(c) of Regulation S-K, which requires
disclosure of any change in the registrants' internal control over
financial reporting that occurred during the registrant's fourth fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting. Please
revise accordingly.
We have filed an amendment to our Form 10-K to revise the disclosure under
"ITEM 9A. CONTROLS AND PROCEDURES" accordingly.
We trust that you will find the responses to your comments complete. However, we
are prepared to provide any further information or documentation that you
require. Please feel free to contact our Chief Financial Officer, Jeff Hough, or
myself.
Sincerely,
/s/ John V. Moran
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John V. Moran
Chief Executive Officer
GSE Systems, Inc.