UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
GSI Group Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
36229U102
(CUSIP Number)
Tennenbaum Capital Partners, LLC
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 16, 2010
------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
--------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 5 Pages)
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D/A Page 2 of 5 Pages
---------------------------- ----------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Tennenbaum Capital Partners, LLC (1)
------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,325,135 shares
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 0
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,325,135 shares
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,325,135 shares
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.8% (2)
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA, OO
------------- -----------------------------------------------------------------
(1) Tennenbaum Capital Partners, LLC serves as investment advisor to, inter
alia, Special Value Opportunities Fund, LLC, a Delaware limited liability
company ("SVOF"), Special Value Expansion Fund, LLC, a Delaware limited
liability company ("SVEF"), Special Value Continuation Partners, LP, a Delaware
limited partnership ("SVCP"), and Tennenbaum Opportunities Partners V, LP, a
Delaware limited partnership ("TOP V"), which are the registered holders of
shares of Common Stock of GSI Group Inc. beneficially owned by Tennenbaum
Capital Partners, LLC.
(2) Based on 47,591,899 shares of Common Stock of GSI Group Inc. outstanding as
set forth by GSI Group Inc. in its Rule 424(b)(3) Prospectus filed with the
Securities and Exchange Commission on October 23, 2008.
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D/A Page 3 of 5 Pages
---------------------------- ----------------------------
ITEM 1. SECURITY AND ISSUER
This Amendment No. 4 (the "Amendment") amends the statement on Schedule 13D
filed on July 2, 2009 (the "Original Schedule 13D", as amended hereby and by
Amendment No. 1 filed on November 20, 2009, and Amendment No. 2 filed on March
3, 2010 and Amendment No. 3 filed on March 16, 2010, the "Schedule 13D") with
respect to the common stock, no par value (the "Common Stock"), of GSI Group
Inc., a company continued and existing under the laws of the Province of New
Brunswick, Canada (the "Issuer"). Capitalized terms used herein and not
otherwise defined in this Amendment have the meanings set forth in the Schedule
13D. This Amendment amends Items 4, 6 and 7 as set forth below.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:
On March 16, 2010 the Reporting Person (or its affiliates) and the other
Consenting Noteholders entered into an Amended and Restated Noteholder
Restructuring Plan Support Agreement (the "Amended and Restated Plan Support
Agreement") with the Issuer Parties, amending and restating the Plan Support
Agreement. Under the Amended and Restated Plan Support Agreement the parties
thereto agreed to modifications to the Plan (the "Modified Plan") and to support
the Modified Plan. The Amended and Restated Plan Support Agreement contains
specific agreements by the Consenting Noteholders with respect to voting their
claims in support of the Modified Plan as well as conditions to the termination
of the Amended and Restated Plan Support Agreement which are substantially
similar to those contained in the Plan Support Agreement.
As more fully described in the Modified Plan, under the Modified Plan the
Notes will be exchanged for, among other things, New Senior Secured Notes (as
defined in the Modified Plan) and New Preferred Shares (as defined in the
Modified Plan) which New Preferred Shares will be convertible into common stock
of the reorganized Issuer. The holders of the New Preferred Shares will vote
together with the holders of common stock of the reorganized Issuer on an as
converted basis. The terms of the New Preferred Shares are set forth as Exhibit
C to the Modified Plan. This description of the Modified Plan is a summary only
and is qualified in its entirety by reference to the Modified Plan, a copy of
which was filed as Exhibit A of Exhibit 10.1 of the Current Report on Form 8-K
filed by the Issuer on March 19, 2010.
This description of the Amended and Restated Plan Support Agreement is a
summary only and is qualified in its entirety by reference to the Amended and
Restated Plan Support Agreement, a copy of which is referenced as Exhibit 7
hereto (which incorporates by reference Exhibit 10.1 of the Current Report on
Form 8-K filed by the Issuer on March 19, 2010) and is incorporated herein by
reference.
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D/A Page 4 of 5 Pages
---------------------------- ----------------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of
the following:
As described in Item 4 above, on March 16, 2010, the Consenting
Noteholders entered into the Amended and Restated Plan Support Agreement with
the Issuer Parties, under which the parties thereto agreed to the terms of a
restructuring of the Notes pursuant to the Modified Plan, a copy of which is
referenced as Exhibit 7 hereto (which incorporates by reference Exhibit 10.1 of
the Current Report on Form 8-K filed by the Issuer on March 19, 2010) and is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of
the following:
7. Amended and Restated Noteholder Restructuring Plan Support Agreement, dated
as of March 16, 2010, by and among the Consenting Noteholders and the Issuer
Parties (incorporated by reference to Exhibit 10.1 of the Current Report on Form
8-K filed by the Issuer on March 19, 2010).
---------------------------- ----------------------------
CUSIP No. 36229U102 SCHEDULE 13D/A Page 5 of 5 Pages
---------------------------- ----------------------------
Signature
After reasonable inquiry and to the best of such Reporting Person's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: March 19, 2010
TENNENBAUM CAPITAL PARTNERS, LLC,
a Delaware limited liability company
By: /s/ Elizabeth Greenwood
------------------------
Name: Elizabeth Greenwood
Title: General Counsel & Chief Compliance Officer