SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File Number: 1-7234
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GP STRATEGIES CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-1926739
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(State or other jurisdiction of (I.R.S. Employe
incorporation or organization Identificatio No.)
777 Westchester Avenue, White Plains, NY 10604
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(Address of principal executive offices) (Zip code)
(914) 249-9700
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during
the preceding 12 months (or for such shorter period) that the registrant was
required to file such reports and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12(b)-2 of the Exchange Act). Yes No X
Indicate the number of shares outstanding of each of issuer's classes of common
stock as of November 7, 2003:
Common Stock 16,288,493 shares
Class B Capital 1,200,000 shares
GP STRATEGIES CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4. 2003 Incentive Stock Plan.*
10. Amended and Restated Incentive Compensation
Agreement dated June 11, 2003 between GP Strategies
Corporation and Jerome I. Feldman. *
10.1 Amendment dated as of October 1, 2003 to the Amended
and Restated Incentive Compensation Agreement dated
June 11, 2003 between GP Strategies Corporation and
Jerome I. Feldman.*
10.2 Amended and Restated Incentive Compensation Agreement
dated November 17, 2003 between GP Strategies
Corporation and Jerome I. Feldman. *
10.3 Purchase and Sale Agreement dated October 21, 2003 by
and between GP Strategies Corporation and ManTech
International. Incorporated herein by reference to
Exhibit 10.1 of GP Strategies Form 8-K dated October
23, 2003.
10.4 Teaming Agreement dated October 21, 2003 by and
between GP Strategies Corporation and ManTech
International. Incorporated herein by reference to
Exhibit 10-2 of GP Strategies Form 8-K dated October
23, 2003.
10.5 $5,250,955 Promissory Note dated October 21, 2003 of
GP Strategies Corporation. Incorporated herein by
reference to Exhibit 10.3 of GP Strategies Form 8-K
dated October 23, 2003.
31.1 Certification of Chief Executive Officer pursuant to
Rule 13a-14 of the Securities Act of 1934.**
31.2 Certification of Chief Financial Officer pursuant to
Rule 13a-14 of the Securities Act of 1934.**
32.1 Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.**
32.2 Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.**
(b) Reports
1. Form 8-K filed on August 14, 2003 reporting an event under Item
12.
2. Form 8-K filed on October 13, 2003 reporting an event under Item
5 with respect to Five Star Products, Inc.
3. Form 8-K filed on October 27, 2003 reporting an event under Item
5 with respect to GSE Systems, Inc.
4. Form 8-K filed on November 17, 2003 reported an event under Item
12.
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* Previously Filed
**Exhibits were inadvertently omitted from original filing and are filed
herewith.
GP STRATEGIES CORPORATION AND SUBSIDIARIES
September 30, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
GP STRATEGIES CORPORATION
DATE: November 18, 2003 Scott N. Greenberg
President &
Chief Financial Officer
DATE: November 18, 2003 Jerome I. Feldman
Chief Executive Officer