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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 9, 2000
GSI LUMONICS INC.
(Exact name of registrant as specified in its charter)
Commission File No. 333-71449
NEW BRUNSWICK, CANADA 38-1859358
(Jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
105 SCHNEIDER ROAD, KANATA, ONTARIO, CANADA K2K 1Y3
(Address of principal executive offices) (Zip Code)
(613) 592-1460
Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On February 28, 2000, GSI Lumonics received a private ruling from
the Internal Revenue Service that:
. the transfer of General Scanning, Inc. common stock by US persons, in
last year's merger of one of our subsidiaries into that company, in
exchange for shares of GSI Lumonics qualified for an exception to
section 367 of the Internal Revenue Code of 1986, as amended (the
"Code"); and
. any US person transferring General Scanning, Inc. shares in the merger
who is a "5-percent transferee shareholder" (that is, a shareholder who
was a 5% shareholder of GSI Lumonics immediately after the merger, as
further defined in Treasury Regulations) will qualify for the exception
to section 367 only on entering into a 5-year gain recognition
agreement.
The above rulings were based upon certain representations we made to the IRS
concerning the facts of the merger. The IRS did not express an opinion as to
whether the merger otherwise qualifies as a reorganization under Code section
368. However, we believe that the merger should be eligible for nonrecognition
of gain treatment to a former General Scanning shareholder who exchanged shares
of General Scanning common stock for shares of GSI Lumonics common shares in the
merger (assuming that, in the case of any 5-percent transferee shareholder, as
defined by Treasury Regulations, the shareholder enters into a 5-year gain
recognition agreement with the IRS). We intend to comply with certain reporting
requirements imposed by Treasury Regulations under Code section 367 as a
precondition to the availability of the exception to application of the gain
recognition rule of Code section 367.
Please refer to the section of the Proxy Statement / Prospectus we filed with
the Securities and Exchange Commission on Form S-4 on February 11, 1999
entitled, "United States Federal Income Tax Consequences," for a more complete
discussion of the tax consequences of the merger. Shareholders should consult
with their own tax advisors as to the particular tax consequences to them from
the merger.
SIGNATURES
Pursuant to the requirements of Section 12 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.
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(Registrant)
Date__________________ By_______________________
Name:
Title:
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