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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): March 22, 1999
GSI Lumonics Inc.
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(Exact Name of Registrant as Specified in Charter)
New Brunswick, CANADA 333-71449 Inapplicable
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
105 Schneider Road, Kanata, Ontario, Canada K2K 1YS
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (613) 592-1460
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
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On March 22, 1999, New Grizzly Acquisition Corporation, a Massachusetts
corporation and a wholly-owned subsidiary of Lumonics Inc. ("Lumonics"), merged
with and into General Scanning Inc. ("GSI"), a Massachusetts corporation
pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of
October 27, 1998, as amended, among Lumonics, Grizzly Acquisition Corporation,
New Grizzly Acquisition Corporation and GSI (the "Merger Agreement"). GSI is
now a wholly-owned subsidiary of Lumonics. Lumonics's name has been changed to
GSI Lumonics Inc. ("GSI Lumonics") and the GSI stockholders will receive 1.347
GSI Lumonics common shares for each share of GSI common stock and cash for any
fractional shares. GSI Lumonics is now listed on the Nasdaq. The GSI
stockholders and Lumonics shareholders will each, as a group, own approximately
50% of the outstanding GSI Lumonics Inc. common shares.
The Board of Directors of GSI Lumonics has eight members, four of whom
previously served on Lumonics' Board of Directors and four of whom previously
served on GSI's Board of Directors. GSI Lumonics' management now is led by
Chief Executive Officer Charles D. Winston (formerly President and CEO of
General Scanning), President and Chief Operating Officer Warren Scott Nix
(formerly President and CEO of Lumonics) and Chief Financial Officer Desmond J.
Bradley, (formerly Vice President , Finance, and CFO of Lumonics). Robert J.
Atkinson is the Chairman of GSI Lumonics having served in the same position with
Lumonics.
GSI develops and manufacturers a broad line of laser systems for a wide range
of applications in the automotive, electronics, semiconductor, medical and
aircraft industries. In addition, GSI produces a line of laser subsystems and
components, which are used in GSI's own systems as well as sold in the merchant
market. GSI also designs and manufacturers a line of printers for medical
instrument companies, and recently introduced a new foil imprinting technology
for use in photo labs and retail photo finishing outlets.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial statements of business acquired:
The GSI financial statements required by this item are included in the
Prospectus which constitutes a part of GSI Lumonics' Registration Statement on
Form S-4 File No. 333-71449, and are incorporated by reference herein.
(b) Pro forma financial information:
The financial statements required by this item are included in the Prospectus
which constitutes a part of GSI Lumonics' Registration Statement on Form S-4,
File No. 333-71449 and are incorporated by reference herein.
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(c) Exhibits.
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of
October 27, 1998, among Lumonics Inc., Grizzly Acquisition
Corporation, New Grizzly Acquisition Corporation and General
Scanning Inc. is included in the Prospectus which constitutes a
part of GSI Lumonics' Registration Statement on Form S-4, File
No. 333-71449 and is incorporated by reference herein.
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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.
GSI LUMONICS INC.
Date: March 31, 1999 By: /s/ Charles J. Gardner
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Name: Charles J. Gardner
Title: Corporate Secretary
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GSI LUMONICS INC.
EXHIBIT INDEX
The following exhibit is filed herewith.
Exhibit Description
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of
October 27, 1998, as amended, among Lumonics Inc., Grizzly
Acquisition Corporation, New Grizzly Acquisition Corporation and
General Scanning Inc. is included in the Prospectus which
constitutes a part of GSI Lumonics' Registration Statement on
Form S-4, File No. 333-71449, and is incorporated by reference
herein.
