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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2005
GSI LUMONICS INC.
(Exact name of registrant as specified in its charter)
New Brunswick, Canada
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(State or other jurisdiction of incorporation)
000-25705 98-0110412
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(Commission File Number) (I.R.S. Employer Identification No.)
39 Manning Road, Billerica, Massachusetts 01821
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(Address of principal executive offices, including zip code)
(978) 439-5511
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(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 220.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 17, 2005 GSI Lumonics Inc. ("Company") entered into an Agreement
of Purchase and Sale ("Agreement") with Ottawa Community Housing Corporation
("Purchaser") for the sale of 3.18 acres of land and a building located at 39
Auriga Drive, Ottawa, Ontario, Canada ("Property"). The material terms of the
Agreement are:
1. Purchase Price: Two Million and Seventy-Five Thousand Canadian
Dollars (CDN $2,075,000) payable as to Seventy-Five Thousand Canadian
Dollars (CDN $75,000) within 24 hours of execution of the Agreement and
the balance upon completion of the Agreement.
2. Closing Date: The Closing Date is the earlier of May 27, 2005 or within 15
days of the fulfillment of the condition that the City of Ottawa approve the
consent to sever the Property being sold from the adjacent land which is also
owned by the Company ("Land").
3. Conditions: The following material conditions must be met in order
for the Company to complete this sale: (i) Approval from the City of
Ottawa to sever the Property from the Land; and (ii) Approval by the
Company's Board of Directors. The following material condition must be
met in order for the Purchaser to complete the purchase of the Property:
(i) Inspection and approval of the physical property.
4. Company Covenants: The Company shall, before the Closing Date, excavate and
remove a 2,000 liter Underground Storage Tank and provide a report to Purchaser
that such has been removed along with the associated piping and that the soil in
the immediate vicinity is free from any Hazardous Substances as that is defined
in the Agreement.
5. Purchaser Exclusivity: Purchaser shall not enter into negotiations
or submit agreements to obtain economic interest in any other property
until this Agreement has been formally completed or terminated.
6. Title: Purchaser will be allowed until the 30th day of April to examine
the title to the Property. If within that time the Purchaser provides any valid
objection to title or description in writing to the Company which the Company
is unable or unwilling to remove or satisfy and which the Purchaser will not
waive, the Agreement, at the option of the Purchaser, will terminate and the
deposit and other monies paid under the Agreement by the Purchaser, together
with accrued interest, will be returned to the Purchaser immediately.
7. Adjustments: Utilities, taxes, and insurance shall be the responsibility
of the Company as of the Closing Date, thereafter, Purchaser shall be
responsible.
8. Right of First Refusal: Purchaser shall have 15 days from receiving notice
from the Company of a third party offer to purchase all or a portion of the
Land, to accept to purchase the subject land under the same terms and
conditions.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not required.
(b) Pro Forma Financial Information.
Not required.
(c) Exhibits.
10.1 Agreement of Purchase and Sale
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GSI LUMONICS INC.
(Registrant)
Date: March 21, 2005 By: /s/ Tamblyn Ghanem
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Tamblyn Ghanem
Assistant Secretary and
Corporate Counsel
EXHIBIT INDEX
Exhibit No. Description
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10.1 Agreement of Purchase and Sale