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): September 20, 2002
GSE Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-26494 52-1868008
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
9189 Red Branch Road, Columbia, MD 21045
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (410) 772-3500
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(Former name or former address, if changed since last report)
Item 5. Other Events
The following information is deemed by registrant to be of importance to
security holders.
(a) On August 28, 2002, the registrant established an Executive Compensation
Plan for Jerry Jen for 2002. Mr. Jen was appointed President on March 27,
2001. The Executive Compensation Plan for 2002 is similar to the one
established for Mr. Jen in 2001, as modified to reflect the company's 2002
financial forecast.
(b) On August 30, 2002, the registrant accepted the resignations of Messrs.
Feldman and Greenberg as executive employees. Messrs. Feldman and Greenberg
will continue to receive annualized payments of $120,000 and $60,000,
respectively, in their capacity as Executive Director I and Executive
Director II, respectively, through December 31, 2002. The term for all
Executive Directors I (Messrs. Feldman and Pedersen) and Executive
Directors II (Messrs. Moore and Greenberg) will expire on December 31,
2002. Notwithstanding, Messrs. Feldman, Pedersen, Moore and Greenberg will
continue to serve as directors of the company in accordance with applicable
law. Effective January 1, 2003, Messrs. Feldman, Pedersen, Moore and
Greenberg will receive the company's standard compensation for directors
(unless otherwise modified by the independent directors or shareholders in
accordance with applicable law).
Item 7. Financial Statements, Pro Forma Information and Exhibits
(c) Exhibits
10.1 Exhibit Executive Compensation Plan for President Jerry Jen for
2002.
10.2 Exhibit GSE Board Resolution for Executive Director Status
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, thereunto duly authorized.
GSE Systems, Inc.
Date: September 20, 2002 By: /s/Jeffery G. Hough