8-K GSE Directors 081506
UNITED
STATES
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) August 10, 2006
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
File Number) (I.R.S.
Employer
of
incorporation) Identification
No.)
7133
Rutherford Rd., Suite 200, Baltimore, MD 21244
--------------------------------------------------------
(Address
of principal executive office and zip code)
(410)
277-3740
--------------------
Registrant's
telephone number, including area code
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation or the registrant under any of the following
provisions (see General Instructions A.2 below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d - 2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e - 4 (c))
Item
5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers
(b)
On
August 10, 2006, GSE Systems, Inc. (the “Company”) accepted the resignation of
Ms. Andrea D. Kantor as a Director of the Company’s Board. Prior to her
resignation, Ms. Kantor served on the Board since October 2003, and during
her
tenure the Company and Ms. Kantor had no disagreements relating to the Company’s
operations, policies or practices.
(d)
On
August 10, 2006 the Board of Directors of the Company elected Mr. O. Lee
Tawes,
III as a director, replacing Ms. Kantor. Mr. Tawes is
the
Executive Vice President and Head of Investment Banking and a member of the
Board of Directors at Northeast Securities, Inc. From 2000-2001 he was a
Managing Director for C.E. Unterberg, Towbin, an investment and merchant
banking
firm specializing in high growth technology companies. Mr. Tawes spent 20
years
at Oppenheimer & Co. Inc. and CIBC World markets, where he was Director of
Equity Research from 1991 to 1999. He was also Chairman of the Stock Selection
Committee at Oppenheimer & Co., a member of its Executive Committee and a
member of its Commitment Committee. From 1972 to 1990, Mr. Tawes was an analyst
covering the food and diversified industries at Goldman Sachs & Co. and
Oppenheimer & Co. As food analyst, he was named to the Institutional
Investor All America Research Team five times from 1979 through 1984. Mr.
Tawes
is a graduate of Princeton University and received his MBA from Darden School
at
the University of Virginia. He serves on various boards including the Board
of
Trustees and Finance Committee of the St. Andrews School in Middletown Delaware.
Northeast
Securities, Inc. (“Northeast”), a registered broker-dealer, served as placement
agent in connection with the Company’s February 27, 2006 offering of up to $4.25
million of shares of the Company’s Series A Cumulative Convertible Preferred
Stock and Warrants, as described in the Company’s Form 8-K filed with the
Securities and Exchange Commission on March 6, 2006. Mr. Tawes received a
percentage of the warrants the Company paid Northeast as part of its placement
agent fee, and Mr. Tawes further elected to invest in the Company’s February
27th offering. Mr. Tawes currently owns 1,000 shares of the Company’s Series A
Preferred Stock and five year warrants to purchase 56,299 shares of the
Company’s Common Stock, par value $0.01 at $1.77 per share.
Item
8.01 Other
Events
On
August
10, 2006, Mr. Jerome Feldman resigned as a member of the Company’s Nominating
Committee to the Board of Directors (the “Board”). Mr. Feldman remains the
Chairman of the Board, and is a member of the Compensation Committee. We
have
had no disagreements relating to our operations, policies or practices.
On
August
10, 2006 the Board unanimously agreed to (i) the appointment of Mr. Sheldon
Glashow to serve as a member of the Nominating Committee and (ii) the
appointment of Mr. O. Lee Tawes, III to serve as a member of the Compensation
Committee.
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.
GSE
SYSTEMS, INC.
Date:
August 16, 2006 /s/
Jeffery G. Hough
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Jeffery
G. Hough
Senior
Vice President and Chief Financial Officer