UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: April 1, 2005 -------------------- [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: ____________________ -------------------- If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A. PART I - REGISTRANT INFORMATION The GSI Group, Inc. ---------------------- Full Name of Registrant Former Name if Applicable 1004 E. Illinois Street -------------------------- Address of Principal Executive Offices (Street and Address) Assumption, Illinois 62510 ---------------------------- City and Zip Code PART II - RULES 12B-25(B) AND (C) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25, the following should be completed. (Check box if appropriate) | (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or a | portion thereof, will be filed on or before the fifteenth calendar [X] day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution | report on Form 10-Q, or a portion thereof, will be filed on | or before the fifth calendar day following the prescribed due date; and | (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE The registrant worked diligently to prepare its Form 10-Q for the period ended April 1, 2005, and such Form 10-Q has been completed and filed. However, due to the press of other transactions immediately preceding the deadline for the filing of the Form 10-Q, the registrant was unable to finalize and file such Form 10-Q within the prescribed period without unreasonable effort or expense. The registrant transmitted its Form 10-Q for the period ended April 1, 2005 on May 16, 2005, but following the EDGAR cutoff on such date, leading to a filing date of May 17, 2005. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Russell C. Mello (217) 226-4421 ______ ---------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s): [X]Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [ ]Yes [X] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The GSI Group, Inc. ------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 17, 2005 By: _/s/ Russell C. Mello --------------------- ------------------------ Russell C. Mello Chief Financial Officer