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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. )
Under the Securities Exchange Act of 1934
GSE Systems, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
00036227K1
(CUSIP Number)
Thomas K. Milhollan
GSE Systems, Inc.
8930 Stanford Boulevard
Columbia, Maryland 21045
(410) 312-3700
(Name, Address, and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 21, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3), or (4), check the following
box [ ].
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1) Name of Reporting Persons.
S.S. or I.R.S. Identification No. of Above Persons:
Eugene D. Loveridge
2) Check the Appropriate Box if a Member of a Group:
(a)
(b)
3) SEC Use only
4) Source of Funds: Not Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ].
6) Citizenship or Place of Organization: U.S.
Number of Shares Beneficially Owned by Each Reporting
Person with:
7) Sole Voting Power: 289,453
8) Shared Voting Power: 0
9) Sole Dispositive Power: 289,453
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 289,453
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
13) Percent of Class Represented by Amount in Row (11): 5.7%
14) Type of Reporting Person: IN
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Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule
13D relates is the common stock, $.01 par value, of GSE Systems, Inc. ("GSE
Common Stock"). The address of the principal executive offices of GSE
Systems, Inc. ("GSE") is 8930 Stanford Boulevard, Columbia, Maryland 21045.
Item 2. Identity and Background
This statement is filed on behalf of Eugene D. Loveridge (the
"Reporting Person"). His business address is 406 West 10600 South, Suite
460, South Jordan, Utah 84095. The principal employment of the Reporting
Person is director and Senior Vice President of GSE and director and
President of GSE Erudite Software, Inc. ("GSE Sub").
The Reporting Person is a United States citizen.
During the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result was or is not
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such law.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired the shares of GSE Common Stock in
connection with the merger ("Merger") of Erudite Software & Consulting, Inc.
("Erudite") with and into GSE Sub pursuant to an Agreement and Plan of
Reorganization, dated as of May 17, 1996, and a related Agreement and Plan of
Merger ("Plan of Merger"). The Merger was consummated on May 21, 1996
("Effective Time"). Under the Plan of Merger, each share of issued and
outstanding common stock of Erudite, no par value per share ("Erudite Common
Stock"), was converted at the Effective Time into 84.07 shares of GSE Common
Stock and cash in lieu of any fractional share.
At the Effective Time, the Reporting Person had sole voting and
dispositive power over 3,443 shares of Erudite Common Stock, which shares
were converted pursuant to the Plan of Merger into an aggregate of 289,453
shares of GSE Common Stock.
Item 4. Purpose of Transaction.
The Reporting Person acquired the shares of GSE Common Stock as a
result of the Merger and holds such shares for investment purposes. The
Reporting Person will continue to monitor his investment in GSE, taking into
account, without limitation, GSE's business, financial condition, results of
operations and prospects, and the securities markets in general. As a result
of this continued monitoring, the Reporting Person may dispose of or acquire
shares of GSE Common Stock in the future.
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The Reporting Person, in his capacity as a shareholder of GSE, does
not have plans or proposals, except as otherwise set forth herein, that
relate to or would result in any of the following actions: the acquisition or
disposition of securities of GSE; extraordinary corporate transactions
involving GSE or any of its subsidiaries; selling or transferring a material
amount of assets of GSE or any subsidiaries; changing the present board of
directors or management of GSE; materially changing the present
capitalization or dividend policy of GSE; making other material changes in
GSE's business or corporate structure; changing GSE's charter, bylaws or
instruments corresponding thereto or other actions which may affect control
of GSE; causing the GSE Common Stock to no longer be quoted on the National
Association of Securities Dealers Automated Quotations System; causing the
GSE Common Stock to become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or taking any
action similar to any of those enumerated above.
Item 5. Interest in the Securities of the Issuer
The Reporting Person has sole voting and dispositive power over
289,453 shares of GSE Common Stock, which shares represent approximately 5.7
percent of the approximately 5,065,688 shares of issued and outstanding GSE
Common Stock. In addition, the Reporting Person holds options covering
20,000 shares of GSE Common Stock that will vest and become exercisable over
time in accordance with such option's terms.
Except as otherwise described herein, the Reporting Person does not
beneficially own any shares of GSE Common Stock. All of the shares of GSE
Common Stock described herein were acquired at the Effective Time upon the
conversion of Erudite Common Stock into GSE Common Stock pursuant to the
Merger. No other transactions in GSE Common Stock have been effected since
that time by the Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the Merger, the Reporting Person was given the
right, for a two year period following the Effective Time, to include in any
registration statement filed by GSE, and thereby offer to the public, any of
his 289,453 shares of GSE Common Stock. Such right was granted pursuant to a
Registration Rights Agreement, dated as of May 17, 1996, attached hereto as
Exhibit 1.
Other than as described above, the Reporting Person does not have any
contracts, arrangements, understandings or relationships with any person with
respect to any securities of GSE.
Item 7. Material to be Filed as Exhibits.
Registration Rights Agreement, dated as of May 17, 1996.
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Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: July 23, 1997
/s/ Eugene D. Loveridge
------------------------
Eugene D. Loveridge
