<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) July 15, 1998
----------------------
THE GSI GROUP, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-43089 37-0856587
- -------------------------- ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
1004 E. Illinois Street, Assumption, Illinois 62510
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(217) 226-4421
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE>
Item 2. Acquisition or Disposition of Assets
On June 30, 1998, The GSI Group, Inc. ("GSI") acquired all of the capital
stock of Avemarau Equipamentos Agricolas Ltda. ("Avemarau"), South America's
largest manufacturer and supplier of poultry feeding equipment. The purchase
price for Avemarau consisted of $13.0 million paid in reais and US dollars at
closing, deferred payments of approximately $7.0 million payable in reais
through December 31, 2001 and an earnout of up to $6.1 million payable in reais
through December 31, 2001. The $13.0 million closing date payment was funded
under a $15.0 million extension of GSI's credit facility with LaSalle National
Bank. GSI used its credit facility to fund the Avemarau acquisition in lieu of
the proceeds it would have received under its previously intended offering of
$50.0 million in senior subordinated notes.
The acquisition of Avemarau will expand GSI's international presence by
making GSI the leading manufacturer and supplier of poultry equipment in South
America. GSI intends to manufacture and sell its Cumberland(R) product line,
including its HI LO(R) poultry feeing systems, its Cumberland/Clark drinkers and
its bulk feed tanks, in South America through Avemarau. Avemarau's manufacturing
capabilities and distribution network will also provide GSI with access to the
expanding hog equipment market in Brazil.
All references in this Form 8-K to "real," "reais" (plural) or "R$" are to
Brazilian reais, the official currency of Brazil. This Item 2 contains
translations of certain Brazilian real amounts into US dollars. The translation
of Brazilian reais into US dollars have been made at R$1 to US $0.87, the noon
buying rate in New York City for cable transfers in Brazilian reais as certified
by the Federal Reserve Bank of New York on June 30, 1998. These translations
should not be construed as representations that the Brazilian reais actually
represent such US dollar amounts or could be converted into US dollars at the
rate indicated.
This Item 2 contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements are
statements other than historical information or statements of current condition.
Some forward-looking statements may be identified by use of terms such as
"believes," "anticipates," "intends," or "expects." These forward-looking
statements relate to the plans, objectives and expectations of GSI for future
operations. In light of the risks and uncertainties inherent in all future
projections, the inclusion of forward-looking statements in this report should
not be regarded as a representation by GSI or any other person that the
objectives, plans or expectations of GSI will be achieved. GSI's plans,
objectives and expectations are difficult to forecast and could differ
materially from those projected in the forward-looking statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Document Description
2.1 Stock Purchase Agreement, dated June 30, 1998, by and
among Cumberland do Brasil Ltda., Avemarau Equipamentos
Agricolas Ltda. and the stockholders of Avemarau
Equipamentos Agricolas Ltda.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE GSI GROUP, INC.
Dated: July 15, 1998 By: /s/ John W. Funk
------------------------------------
John W. Funk
Chief Financial Officer
-3-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document Description
- ----------- --------------------
<S> <C>
2.1* Stock Purchase Agreement, dated June 30, 1998, by and among
Cumberland do Brasil Ltda., Avemarau Equipamentos Agricolas
Ltda. and the stockholders of Avemarau Equipamentos Agricolas
Ltda.
2.2* Agreement for Non-Competition, dated June 30, 1998, by and
among the stockholders of Avemarau Equipamentos Agricolas Ltda.
and The GSI Group, Inc.
</TABLE>
_________________
* To be filed with an amendment when the English translation of the agreement
is available.
-4-
