SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b - 25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-7234
CUSIP NUMBER
36225V 10 4
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q Form N-SAR
For Period Ended: September 30, 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:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I - REGISTRANT INFORMATION
Full Name of Registrant: GP STRATEGIES CORPORATION
Former Name if Applicable:
Address of Principal Executive Office (Street and Number):777 Westchester Avenue
City, State and Zip Code: White Plains, NY 10604
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 12(b)-25(b) the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date or the subject quarterly report or transition
report on Form 10-Q, or 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
State below in reasonable details the reason why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant in good faith attempted to file its report on Form 10-Q for the
third quarter ended September 30, 2005 on a timely basis, however the filing was
delayed due to additional time required to finalize the tax accounting treatment
related to the Registrant's dividend of GSE Systems to its stockholders on
September 30, 2005.
Part IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Andrea D. Kantor 914 249-9716
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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 reports. [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? [x ] Yes[ ] 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 these results cannot be made.
On November 8, 2005 the Registrant filed a Form 8-K announcing the issuance of
its earnings press release containing its pre-tax continuing operating results
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for the quarter ended September 30, 2005. The Company reported income from
continuing operations before income tax expense of $2.3 million for the third
quarter ended September 30, 2005 as compared to $1.1 million for the third
quarter ended September 30, 2004. The significant increase for the quarter was
due to improving General Physics' operating income from $2.9 million, or 6.6% of
revenue, for the quarter ended September 30, 2004 to $3.7 million, or 8.5% of
revenue, for the quarter ended September 30, 2005, as well as reducing other
corporate overhead expenses.
GP Strategies completed the spin-off of its 57% ownership interest in GSE
Systems, Inc. ("GSE") on September 30, 2005 through a dividend to its
stockholders. Subsequent to the spin-off, GP Strategies ceased to have any
ownership interest in GSE. The operations of GSE have been removed from the
continuing operations reported for the quarters ended September 30, 2005 and
2004.
The Company is currently finalizing the tax accounting treatment for its
dividend to its stockholders of GSE Systems.
GP STRATEGIES CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 9, 2005 BY: Andrea D. Kantor, Executive Vice
President and General Counsel
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