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OMB Number 3225-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
GSE Systems, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per
share
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(Title of Class of Securities)
00036227K1
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(CUSIP Number)
Brian G. Lloyd, Esq.
Parr, Waddoups, Brown, Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111
(801) 532-7840
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 1999
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(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
Page 1 of 6
<PAGE>
CUSIP No. 00036227K1 SCHEDULE 13D
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Eugene D. Loveridge
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
218,453
Number of ---------------------------------------------------------
Shares
Beneficially 8 Shared Voting Power
Owned by
Each -0-
Reporting ---------------------------------------------------------
Person
With 9 Sole Dispositive Power
218,453
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10 Shared Dispositive Power
-0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
218,453
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
4.3%
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14 Type of Reporting Person (See Instructions)
IN
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Page 2 of 6
<PAGE>
CUSIP No. 00036227K1 SCHEDULE 13D
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This Amendment No. 1 to the Schedule 13D of Eugene D. Loveridge amends
and supplements, and should be read in conjunction with, the Schedule 13D filed
on July 30, 1997.
Item 1. Security and Issuer
(a) Title of Class of Equity Securities: Common Stock, $.01 par
value.
(b) Name of Issuer: GSE Systems, Inc.
(c) Address of Issuer's Principal Executive Office: 9189 Red
Branch Road, Columbia, MD 21045.
Item 2. Identity and Background
(a) Name: Eugene D. Loveridge
(b) Business address: 406 West 10600 South, #460, So. Jordan, UT
84095
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Managing
director of Keane Inc., Ten City Square, Boston, MA 02129
(d) Whether or not, during the last five years, such person has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and, if so, give the
dates, nature of conviction, name and location of court, and
penalty imposed, or other disposition of the case: No
(e) Whether or not, during the last five years, such person was a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is 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 laws; and,
if so, identify and describe such proceedings and summarize
the terms of such judgment, decree or final order: No
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
Not applicable as the transactions involved dispositions, and
not acquisitions, of securities.
Page 3 of 6
<PAGE>
CUSIP No. 00036227K1 SCHEDULE 13D
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Item 4. Purpose of Transaction
Not applicable as the transactions involved dispositions, and
not acquisitions, of securities.
Mr. Loveridge reserves the right to purchase additional shares
of the common stock of GSE Systems, Inc. (the "Common Stock")
or to dispose of such securities in the open market, in
privately negotiated transactions or in any other lawful
manner in the future. Except as described above, Mr. Loveridge
presently has no plans or proposals which relate to or would
result in any action enumerated in subparagraphs (a) through
(j) of the instructions for Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Mr. Loveridge is the beneficial owner of 218,453
shares of the Common Stock, which represents 4.3% of
the outstanding shares of such stock.
(b) Mr. Loveridge has the sole power to vote or direct
the vote and the sole power to dispose or to direct
the disposition of the shares referenced in Item 5(a)
above.
(c) During the last sixty (60) days, Mr. Loveridge has
engaged in the following transactions, which involved
shares of the Common Stock:
(i) On April 28, 1999, Mr. Loveridge exchanged
7,000 shares of the Common Stock for 100
shares of the stock of Emcor, Inc., a Utah
corporation The price at which the shares
were exchanged was $6.125/share.
(ii) During May, 1999, Mr. Loveridge sold a total
of 40,000 shares of the Common Stock in the
open market at a price of $6.50/share.
(iii) On May 12, 1999, Mr. Loveridge gave away
4,000 shares of the Common Stock in a
private transaction as a gift.
(d) No other person has the right to receive or the power
to direct the receipt of dividends from, or the
proceeds from the sale of, the securities referenced
in Item 5(a) above.
(e) On May 12, 1999, Mr. Loveridge ceased to be the
beneficial owner of more than 5% of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Page 4 of 6
<PAGE>
CUSIP No. 00036227K1 SCHEDULE 13D
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Item 7. Material to Be Filed as Exhibits
None.
Page 5 of 6
<PAGE>
CUSIP No. 00036227K1 SCHEDULE 13D
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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.
Date: June 22, 1999 /s/ EUGENE D. LOVERIDGE
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Eugene D. Loveridge
Page 6 of 6
