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): October 22, 1998
GSE SYSTEMS, INC.
(Exact name of issuer as specified in charter)
Delaware 0-26494 52-1868008
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
9189 Red Branch Road
Columbia, Maryland 21045
(Address of principal executive offices)
(410) 772-3500
(Registrant's telephone number, including area code)
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Item 5. Other Events
On October 22, 1998, GSE Systems, Inc. (the "Company") issued a press release in
respect of signing a letter of intent for a proposed transaction involving
BatchCAD Limited. The text of such press release is set forth in Exhibit 99.1
hereto (the "Press Release") and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Text of Press Release, dated October 22, 1998.
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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.
Date: October 30, 1998 GSE SYSTEMS, INC.
/S/ Christopher M. Carnavos
Christopher M. Carnavos
President
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
99.1 Text of Press Release, dated 4
October 22, 1998, issued by the Company.
<PAGE>
Exhibit 99.1
GSE SIGNS LETTER OF INTENT TO ACQUIRE BATCHCAD LIMITED
Columbia, Maryland, October 22, 1998 -- GSE Systems, Inc. (Nasdaq National
Market: GSES), a leading global provider of real time simulation and process
control solutions to the energy, process and manufacturing industries, today
announced the signing of a letter of intent whereby GSE Systems would
exclusively license all software from, assume substantially all customer
contracts of and acquire an option to purchase all of the outstanding stock of
BatchCAD Limited, a United Kingdom based supplier of batch chemical process
development and design consulting services and simulation software tools. The
proposed transaction is subject to the execution of definitive agreements, which
are anticipated to be completed in December. No other terms of the proposed
transaction were announced.
BatchCAD, with its extensive consulting service capabilities, would enable GSE
Systems to expand their current application engineering services offering in the
process simulation and control industry. BatchCAD provides software tools and
services that assist customers at the product conceptualization through product
scale-up and feasibility phases of their product development cycle.
"The addition of the BatchCAD team and software tools will be another step
towards achieving GSE Systems' vision of providing a complete life-cycle
approach with real-time simulation and process control systems," said Brian K.
Southern, Senior Vice President. "This will become an integral part of GSE
Systems' Rapid Technology Transfer System(tm) (RTTS), which is our suite of
software tools and services that assist GSE Systems in delivering applications
solutions in the process control industry."
GSE Systems, Inc. develops and delivers business and technology solutions by
applying process control, data acquisition and simulation software, systems and
services to the energy, process and manufacturing industries worldwide. The
Company's products are used in the following industries: specialty chemical,
food and beverage, petroleum refining, oil and gas, pharmaceutical, fossil and
nuclear power generation, metals and water treatment. GSE Systems is
headquartered in Columbia, Maryland with offices in Georgia, Louisiana,
Maryland, North and South Carolina, Pennsylvania, and Texas, and its global
locations include offices in Belgium, Japan, Korea, Singapore, Sweden, and
Taiwan. Information about GSE Systems is available via the Internet's World Wide
Web at http:\www.gses.com.
This news release contains forward-looking statements that involve risks and
uncertainties, including statements regarding the expected consummation of a
transaction involving GSE Systems and BatchCAD and the future benefits GSE
Systems expects to derive as a result of such transaction. There are a number of
factors that could cause actual results to differ materially from those
indicated. Such factors include, without limitation, the possibility that
BatchCAD and GSE may be unable to agree on terms for a definitive agreement,
that such terms may be different than those currently anticipated, the
satisfaction of various customary closing conditions, and GSE Systems' success
in integrating BatchCAD into its own operations. The actual future results of
GSE Systems may differ materially due to a number of factors, including but not
limited to delays in introduction of products or enhancements, size and timing
of individual orders, rapid technological changes, market acceptance of new
products and competition. These and other factors are more fully discussed in
the Company's annual report on Form 10-K for the year ended December 31, 1997 as
filed with the Securities and Exchange Commission.
