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): August 31, 1999
GP Strategies Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-7234 13-1926739
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
9 West 57th Street, New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 826-8500
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 31, 1999, the Board of Directors of the Company approved and
adopted Amended and Restated By-Laws of the Company, a copy of which is filed as
Exhibit 1 hereto.
On September 1, 1999, the Company issued the press release filed as
Exhibit 2 hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
3(ii) Amended and Restated By-Laws of the Company.
99 Press release dated September 1, 1999.
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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.
GP Strategies Corporation
Date: September 1, 1999 By: Scott N. Greenberg
Executive Vice President &
Chief Financial Officer
AMENDED AND RESTATED
BY-LAWS
OF
GP STRATEGIES CORPORATION
ARTICLE I
OFFICES
Section 1. The location of the principal office of the Corporation in the
State of Delaware shall be the City of Wilmington, County of New Castle.
Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of Directors
shall be held at the principal office of the Corporation in the State of
Delaware or at such other places within or without the State of Delaware as may
from time to time be fixed by the Board of Directors and may be specified in the
respective notices of meeting or duly executed waivers of notice.
Section 2. The Annual Meeting of the Stockholders of the Corporation shall
be held on such date and at such time as may be designated by the Board of
Directors, for the purpose of electing Directors and for the transaction of such
other business as may be properly brought before the meeting.
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Section 3. Written notice of the annual meeting shall be given to each
stockholder entitled to vote thereat, at least ten days and not more than sixty
days before the date fixed for the meeting.
Section 4. At least ten days before every election of Directors, a
complete list of the stockholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any stockholder for said ten days either at a place within the
city, town or village where the election is to be held and which place shall be
specified in the notice of meetings, or, if not so specified, at the place where
said meeting is to be held, and shall be produced and kept at the time and place
of election during the whole time thereof, and subject to the inspection of any
stockholder who may be present.
Section 5. The Board of Directors shall, in advance of any meeting of
stockholders, appoint two (2) Inspectors of Election. If no Inspector is able to
act at the meeting and make a written report thereof, the Chairman shall appoint
one or more Inspectors to act at the meeting. The Inspectors shall first take
and subscribe an oath or affirmation faithfully to execute the duties of
Inspectors at such meeting with strict impartiality and according to the best of
their ability, and shall accept and count all votes and ballots, and after the
balloting shall make a certificate of the results of the vote taken; but no
Director or candidate for the office of Director shall be appointed as such
Inspector.
Section 6. (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
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respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action other than stockholder action by written consent, the Board
of Directors may fix a record date, which shall not precede the date such record
date is fixed and shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any such other action.
If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given and
the record date for any other purpose other than stockholder action by written
consent shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of meeting; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within 10 days after the date on
which such a request is received, adopt a resolution fixing the record date. If
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no record date has been fixed by the Board of Directors within 10 days of the
date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or any officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.
Section 7. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, shall be held at the principal office of the Corporation in the
State of Delaware or at such other place within or without the State of Delaware
as may be designated in the notice of said meeting, upon call of the President
or the Secretary at the request in writing of stockholders owning capital stock
of the Corporation issued and outstanding and representing 50% of the combined
voting power of all issued and outstanding classes of capital stock. Such
request shall state the purpose of the proposed meeting. No business may be
conducted at any special meeting except as may be stated in the notice of such
special meeting given in accordance with these By-Laws.
Section 8. Written notice of a special meeting of stockholders, stating
the time and place thereof, shall be given to each stockholder entitled to vote
thereat at least ten days and not more than sixty days before the date fixed for
such meeting.
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Section 9. The holders of record of stock, issued and outstanding and
entitled to vote thereat, present in person or represented by proxy,
representing a majority of the number of votes entitled to be cast shall
constitute a quorum at all meetings of stockholders except as otherwise provided
by statute, by the Certificate of Incorporation or by these By-Laws. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally called. If the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 10. When a quorum is present at any meeting, the vote of the
holders of stock having a majority of the voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation or of these By-Laws, a different vote is
required, in which case such express provisions shall govern and control the
decision of such question. All elections of Directors shall be determined by a
plurality of the votes cast.
Section 11. Any vote on stock of the Corporation may be given by the
stockholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such stockholder or by his attorney
thereunder authorized and delivered to the Secretary of the meeting; provided,
however, that no proxy shall be voted on after three years from its date unless
said proxy provides for a longer period.
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Section 12. Whenever a vote of stockholders is required or permitted to be
taken in connection with any corporate action by any provisions of the statutes
or of the Certificate of Incorporation or of these By-Laws, such action may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing shall be signed by stockholders holding the minimum
numbers of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted, and
shall be delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business or to the Secretary.
Delivery made to the Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.
Section 13. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized Committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation (i) who
is a stockholder of record on the date of the giving of the notice provided for
in this Section 13 of this Article II and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the written notice procedures set forth in this Section 13.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however, that in
the event that the annual meeting is called for a date that is not within 30
days before or after such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close of business on the
tenth day following the day on which public disclosure of the date of the annual
meeting was first made.
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To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business proposed to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder, (iv)
a description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 13 of this Article II. If the
Chairman of an annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted or discussed.
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ARTICLE III
DIRECTORS
Section 1. The property and business of the Corporation shall be managed
by or under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by Certificate of Incorporation of by these By-Laws directed or
required to be exercised or done by the stockholders.
Section 2. (a) The number of Directors which shall constitute the whole
Board shall be nine or such other number, not less than three and not more than
fifteen, as the Directors may from time to time determine by resolution. The
Directors shall be elected at the annual meeting of stockholders except as
provided in Section 3 of this Article and each Director elected shall hold
office until his successor shall be elected and shall qualify. Directors need
not be stockholders.
(b) Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors of the Corporation,
except as may be otherwise provided in the Certificate of Incorporation of the
Corporation. Nominations of persons for election to the Board of Directors may
be made at any annual meeting of stockholders or at any special meeting of
stockholders called for the purpose of electing Directors, (i) by or at the
direction of the Board of Directors (or any duly authorized Committee thereof)
or (ii) by any stockholder of the Corporation (1) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 2 of this
Article III and on the record date for the determination of stockholders
entitled to vote at such meeting and (2) who complies with the notice procedures
set forth in this Section 2 of this Article III.
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In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (i) in the case of an annual meeting, not less than 90 days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within 30 days before or after such anniversary
date, notice by the stockholder in order to be timely must be so received not
later than the close of business on the tenth day following the day on which
public disclosure of the date of the annual meeting was first made; and (ii) in
the case of a special meeting of stockholders called for the purpose of electing
Directors, not later than the close of business on the tenth day following the
day on which public disclosure of the date of the special meeting was made.
To be in proper written form, a stockholder's notice to the
Secretary must set forth: (i) as to each person whom the stockholder proposes to
nominate for election as a Director (1) the name, age, business address and
residence address of the person, (2) the principal occupation or employment of
the person, (3) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (4) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of Directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (ii) as to the stockholder giving
the notice (1) the name and record address of such stockholder, (2) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (3) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (4) a representation
that such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (5) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of Directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied by
a written consent of each proposed nominee to being named as a nominee and to
serve as a Director if elected.
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No person shall be eligible for election as a Director of the
Corporation at any meeting of stockholders unless nominated in accordance with
the procedures set forth in this Section 2 of this Article III. If the Chairman
of the meeting determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded.
Section 3. Vacancies and newly created Directorships resulting from any
increase in the authorized number of Directors may be filled only by a majority
of the Directors then in office, though less than a quorum, and the Directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced pursuant
to law; provided, however, that, if one or more Directors shall resign from the
Board, effective at a future date, the remaining Directors who have not resigned
may fill such vacancy or vacancies or they may request the resigning Directors
to participate in filling such vacancy or vacancies and in either case, the vote
therein shall become effective at the future date aforesaid.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Directors of the Corporation may hold their meetings
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected Board may be held
immediately after each annual meeting of the stockholders at the same place at
which such annual meeting is held, and no notice of such meeting shall be
necessary.
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Section 6. Regular meetings of the Board may be held without notice at
such time and place as shall from time to time be determined by the Board.
Section 7. Special meetings of the Board may be called by the President or
Executive Vice President on at least two days' notice to each Director, either
personally or by mail or by telegram. Meetings may be held at any time without
notice if all the Directors are present, or if at any time before or after the
meeting those not present waive notice of the meeting in writing.
Section 8. At all meetings of the Board, a majority of the number of
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at a meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation or by these By-Laws. If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn the meeting from
time to time without notice other than announcement at the meeting, until a
quorum shall be present.
COMMITTEES OF DIRECTORS
Section 9. The Board of Directors may designate an Executive Committee to
consist of one or more Directors as the Board may from time to time determine.
The Executive Committee shall have, and may exercise, all the powers of the
Board of Directors in the management of the business and the affairs of the
Corporation to the fullest extent permitted by law, including, without
limitation, authority to authorize the issuance of shares of the stock of the
Corporation, and shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it. Unless otherwise ordered by the
Board, each member of the Executive Committee shall continue to be a member
thereof until the expiration of his term of office as a Director (or, in the
case of his reelection as a Director, until the expiration of his new term of
office) or until sooner removed by the Board. Meetings of the Executive
Committee shall be held at the principal office of the Corporation in the State
of Delaware, or at such other place or places within or without the State of
Delaware as shall be specified in the notice or waiver of notice of meeting, or
specified by resolution of the Board or of the Executive Committee.
Section 10. The Board of Directors may also designate one or more other
Committees, each Committee to consist of one or more of the Directors of the
Corporation, which to the extent provided in said resolution or resolutions,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation to the fullest extent
permitted by law and shall have power to authorize the seal of the Corporation
to be affixed to all papers which may require it. Such Committee or Committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
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Section 11. In the absence or disqualification of any member of the
Executive Committee or of any other Committee appointed by the Board, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board to act at a meeting in the place of any such absent or
disqualified member, subject, however, to the right of the Board of Directors to
designate one or more alternate members of such Committee, which alternate
members shall have power to serve, subject to such conditions as the Board may
prescribe, as a member or members of said Committee during the absence or
inability to act of any one or more members of said Committee. The Board of
Directors shall have the power at any time to change the membership of any
Committee, to fill vacancies in it, or to dissolve it. A Committee may make
rules for the conduct of its business and shall act in accordance therewith,
except as otherwise provided herein or required by law. A majority of the
members of a Committee shall constitute a quorum. A Committee shall keep regular
minutes of its proceedings and report the same to the Board when required.
COMPENSATION OF DIRECTORS
Section 12. Directors may, by resolution of the Board, receive a fixed
annual sum or other compensation for acting as Directors, payable quarterly or
at such other intervals as the Board shall fix, and/or a fixed sum or other
compensation and expenses of attendance, if any, for attendance at each regular
or special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any Director from serving the Corporation, or any
subsidiary or affiliated corporation, in any other capacity and receiving
compensation therefor. Members of special or standing Committees may be allowed
like compensation for attending Committee meetings.
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INFORMAL ACTION BY DIRECTORS
Section 13. Unless otherwise restricted by the Certificate of
Incorporation of these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any Committee thereof may be taken
without a meeting, if a written consent thereto is signed by all members of the
Board or of such Committee, as the case may be, and such written consent is
filed with the minutes or proceedings of the Board or Committee.
REMOVAL OF DIRECTORS
Section 14. At any special meeting of the stockholders, duly called as
provided in these By-Laws, any Director or Directors may by the affirmative vote
of the holders of a majority of all the shares of stock outstanding and entitled
to vote for the election of Directors be removed from office, either with or
without cause, and his successor or their successors may be elected at such
meeting; or the remaining Directors may, to the extent vacancies are not filled
by such election, fill any vacancy or vacancies created by such removal.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 15. (a) Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a Director or an
officer of the Corporation or is or was serving at the request of the
Corporation as a director of another corporation or of a partnership, joint
venture, trust or other enterprise, or as a plan fiduciary with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, officer, or
plan fiduciary or in any other capacity while serving as a Director, officer or
plan fiduciary, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Paragraph (c) of this Section 15 with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
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(b) The right to indemnification conferred in Paragraph (a) of this
Section 15 shall include the right to be paid by the Corporation the expenses
(including attorney's fees) incurred in defending any such proceeding in advance
of its final disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal(hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Paragraph (b) or otherwise. The rights to indemnification
and to the advancement of expenses conferred in Paragraphs (a) and (b) of this
Section 15 shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director or officer and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
(c) If a claim under Paragraph (a) or (b) of this Section 15 is not
paid in full by the Corporation within sixty (60) days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
(20) days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set forth in the
Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Section 15 or otherwise shall be on the Corporation.
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(d) The rights to indemnification and to the advancement of expenses
conferred in this Section 15 shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, By-Laws, agreement, vote of stockholders or
disinterested Directors or otherwise.
(e) The Corporation may maintain insurance, at its expense, to
protect itself and any Director , officer, employee or agent of the Corporation
or of another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
(f) The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation, or any
person serving at the request of the Corporation as an officer, employee or
agent of another entity, to the fullest extent of the provisions of this Section
with respect to the indemnification and advancement of expenses of Directors and
officers of the Corporation.
ARTICLE IV
NOTICES
Section 1. Whenever under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any Director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail addressed to such
Director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed.
<PAGE>
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, one or more Executive Vice Presidents, a
Senior Vice President, a Secretary and a Treasurer. The Board of Directors may
also choose additional Vice Presidents and one or more Assistant Secretaries and
Assistant Treasurers. Any two offices may be held by the same person. More than
two offices other than the offices of President and Secretary may be held by the
same person. The Board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board.
Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Executive Vice
Presidents, a Treasurer and a Secretary, none of whom need be a member of the
Board.
Section 3. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed either with or without cause at any time by the
affirmative vote of a majority of the whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.
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PRESIDENT
Section 4. The President shall have general supervision of the business of
the Corporation and over its several officers, subject to the control of the
Board of Directors. He shall, unless another person is designated by the Board
of Directors, preside at all meetings of the stockholders. He shall sign and
execute in the name of the Corporation, all deeds, mortgages, bonds, contracts
or other instruments authorized by the Board of Directors, except where required
or permitted by law to be otherwise signed or executed and except in cases where
the signing and execution thereof shall be delegated by the Board of Directors
or by these By-Laws to some other officer or agent of the Corporation; and in
general, shall perform all the duties incident to the office of the President.
EXECUTIVE VICE PRESIDENT
Section 5. The Executive Vice President and any additional Vice
Presidents, shall perform such duties as the President or the Board of Directors
may, from time to time, designate.
SECRETARY AND ASSISTANT SECRETARIES
Section 6. The Secretary shall record all the proceedings of the meetings
of the stockholders and Directors in a book to be kept for that purpose, and
shall perform like duties for the standing Committees when requested. He shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall keep in safe custody the seal of the
Corporation and when authorized by the Board, affix the same to any instrument
requiring it and, when so affixed, it shall be attested by his signature or by
the signature of the Treasurer or an Assistant Secretary.
Section 7. The Assistant Secretaries in order of their seniority shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as the President or
the Board of Directors shall prescribe.
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TREASURER AND ASSISTANT TREASURER
Section 8. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
Section 9. He shall disburse the funds of the Corporation and may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.
Section 10. He shall perform all duties incident to the office, and any
duties that may be assigned to him by the Board of Directors or the President.
Section 11. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.
Section 12. The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the Board of Directors shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.
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ARTICLE VI
CERTIFICATES OF STOCK
Section 1. The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board of
Directors may from time to time prescribe in accordance with the law. The
certificates of stock shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the President or the Executive Vice President
and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary.
Section 2. The Board of Directors may appoint one or more transfer clerks
or one or more transfer agents and one or more registrars, and may require all
certificates of stock to bear the signature or signatures of any of them.
Section 3. Where a certificate is signed (1) by a transfer agent or an
assistant transfer agent, or (2) by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such President, Executive Vice
President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may
be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
have not ceased to be such officer or officers of the Corporation.
Section 4. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the registered holder thereof in person or by
his attorney, upon surrender for cancellation of certificates for the same
number of similar shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require.
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Section 5. Rights issued pursuant to the Rights Agreement, dated as of
June 23, 1997, between the Corporation and Harris Trust Company of New York, as
amended from time to time (the "Rights Agreement"), may be transferred by an
Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such
terms are defined in the Rights Agreement) only in accordance with the terms of,
and subject to the restrictions contained in, the Rights Agreement.
Section 6. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such shares or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware
LOST CERTIFICATES
Section 7. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing the issuance of a
new certificate or certificates, the Board of Directors may, in its discretion,
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
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ARTICLE VII
CORPORATE BOOKS
Section 1. All the books of the Corporation may be kept outside of
Delaware at such place or places as the Board of Directors may from time to time
determine.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds in the Corporation available for dividends such sum or sums as the
Directors, from time to time in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
EXECUTION OF INSTRUMENTS
Section 3. All checks, notes, drafts, bills of exchange, orders for the
payment of money, bonds, debentures, obligations, bills of lading, commercial
documents and other negotiable and/or non-negotiable instruments, contracts and
formal documents (other than certificates of stock) shall be signed by such
officer or officers or agent or agents as shall be thereunto authorized from
time to time by the Board of Directors. The seal of the Corporation may be
affixed to such instruments and papers requiring the same as shall have been
duly signed and may be attested by the Secretary or one of the Assistant
Secretaries or by the Treasurer or one of the Assistant Treasurers or by any
other officer.
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FISCAL YEAR
Section 4. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors; otherwise it shall be a calendar year.
CORPORATE SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
VOTING UPON STOCKS
Section 6. Unless otherwise ordered by the Board of Directors or Executive
Committee, the President, the Executive Vice President or any of the Vice
Presidents authorized thereto in writing by the President shall have full power
and authority in behalf of the Corporation to attend and to act and to vote, or
to give, on behalf of the Corporation a proxy to attend and to act and to vote
at any meeting of the stockholders of any corporation in which the Corporation
may hold stock, and at such meeting he or such proxy shall possess and may
exercise, for the purpose of such meeting, any and all the rights and powers
incident to the ownership of said stock, and which as the owner thereof, the
Corporation might have possessed and exercised if present. The Board of
Directors or Executive Committee by resolution from time to time may confer like
powers upon any other person or person.
ARTICLE IX
AMENDMENTS
Section 1. These By-Laws may be altered or repealed at any regular meeting
of the stockholders or of the Board of Directors or at any special meeting of
the stockholders or of the Board of Directors if notice of such alteration or
repeal be contained in the notice of such special meeting.
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Contact: Jerome I. Feldman Scott N. Greenberg
President & Executive Vice President &
Chief Executive Officer Chief Financial Officer
(212) 230-9508 (212) 230-9529
GP STRATEGIES REPORTS BUY-OUT OFFER
FROM AN AFFILIATE OF
VERONIS SUHLER & ASSOCIATES INC.
AND COMPANY MANAGEMENT
FOR IMMEDIATE RELEASE:
New York, New York, September 1, 1999 . . . .GP Strategies Corporation
(NYSE:GPX) announced today that it has received a proposal from VS&A
Communications Partners III, L.P. ("VS&A"), a $1 billion equity investment fund
that is affiliated with Veronis Suhler & Associates Inc., and from Company
management to acquire by merger all of the outstanding Common Stock and Class B
Capital Stock of the Company for minimum prices of $13.00 per share for the
Common Stock and $14.625 per share for the Class B Capital Stock, payable in
cash upon consummation of the merger. The proposal is not conditioned upon
financing. Veronis Suhler & Associates Inc. is a leading merchant bank
specializing in the media, communications, and information industries.
VS&A and Jerome Feldman, Scott Greenberg and John McAuliffe, directors,
officers and stockholders of the Company, and John Moran and Douglas Sharp,
stockholders of the Company and officers of the Company's subsidiary, General
Physics Corporation, have entered into a Stockholders Agreement, pursuant to
which each of such individuals has agreed, among other things, solely in his
capacity as a stockholder of the Company, (i) not to encourage, solicit, engage
in, or initiate discussions or negotiations with any third party concerning any
merger, tender offer, or similar transaction involving, or any purchase of 10%
or more of the assets or any equity securities of, the Company or any of its
subsidiaries, (ii) not to engage in any discussion or negotiation with any third
party with respect to any employment arrangement related to such an acquisition
proposal by a third party, and (iii) to use his best efforts to cause the
consummation of the VS&A merger, including by voting all of his shares in the
Company in favor of such merger. Each of such individuals will also be a member
of the limited liability company being formed to effectuate the proposed VS&A
merger and will enter into an employment agreement with the Company effective
upon consummation of the VS&A merger.
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Neither the Company nor VS&A will have any binding obligation with respect
to the proposed merger until the execution of a definitive merger agreement, and
the proposal is subject to the satisfactory completion of due diligence. The
VS&A proposal provides that it will be considered withdrawn without further
action if a definitive merger agreement has not been executed and delivered
prior to 5:00 p.m. Eastern Daylight Savings Time on September 21, 1999. There
can be no assurances that the proposed VS&A transaction, or any other
transaction, will be consummated at the prices contained in the VS&A proposal or
at all.
In light of the interest that management has in the proposed VS&A merger,
a Special Negotiating Committee has been appointed by the Company's Board of
Directors to evaluate, negotiate, and approve or disapprove the terms and
conditions of the VS&A proposal. The Special Negotiating Committee has retained
counsel and is currently interviewing potential financial advisors.
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