As filed with the Securities and Exchange Commission on January 4, 2002
Registration No. 333-69424
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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GSE SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 7372 52-1868008
(State or Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Identification No.)
Incorporation or Classification Code
Organization) Number)
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9189 Red Branch Road
Columbia, Maryland 21045
(410) 772-3500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Richard Luebke, Esq.
GSE Systems, Inc.
9189 Red Branch Road
Columbia, Maryland 21045
(410) 772-3500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
Thomas D. Washburne, Jr., Esq.
Michael W. Conron, Esq.
Venable, Baetjer and Howard, LLP
Suite 1800, 2 Hopkins Plaza
Baltimore, Maryland 21201-2978
(410) 244-7400
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is effective.
If any of the securities being registered on this form is to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THIS POST-EFFECTIVE AMENDMENT NO. 1 SHALL BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT OF 1933 ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(C), MAY DETERMINE.
DEREGISTRATION
In accordance with the undertakings contained in Part II of this Registration
Statement and Item 512 of Regulation S-K, GSE Systems, Inc. (the "Registrant")
has filed this Post-Effective Amendment No. 1 to remove from registration all of
the securities registered under this Registration Statement which remain unsold
at the termination of the offering.
The Registrant hereby removes from registration 1,697,090 shares of common
stock, par value $.01 per share (the "Common Stock"), and 1,697,090 rights to
purchase Common Stock registered by the Registrant in this Registration
Statement, which remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused post-effective amendment no. 1 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the County of
Howard, state of Maryland, on January 4, 2002.
GSE SYSTEMS, INC.
By: /S/ Chin-Our Jerry Jen
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Chin-Our Jerry Jen
President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, post-effective amendment no.
1 to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/S/ Chin-Our Jerry Jen President(Principal Executive Officer) January 4, 2002
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Chin-Our Jerry Jen
/S/ Jeffery G. Hough Chief Financial Officer (Principal January 4, 2002
--------------- Financial Officer and Principal
Jeffery G. Hough Accounting Officer)
The Entire Board of Directors:
Chin-Our Jerry Jen John A. Moore, Jr.
Sheldon L. Glashow, Ph.D Jerome I. Feldman
Scott N. Greenberg George J. Pedersen
Joseph W. Lewis Roger L. Hagengruber, Ph.D.
By: /S/ Chin-Our Jerry Jen January 4, 2002
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Chin-Our Jerry Jen
Attorney-in-Fact