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): October 8, 2003
GP Strategies Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-7234 13-1926739
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(State or other Jurisdiction (Commission (I.R.S. Employer
of Incorporation File Number) Identification No.)
777 Westchester Avenue, White Plains, NY 10604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 249-9700
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On October 8, 2003, GP Strategies Corporation (the "Company") converted
$500,000 principal amount of the Senior Unsecured 8% Note due September 30, 2004
of Five Star Products, Inc. ("Five Star") into 2,000,000 shares of Five Star
common stock. In consideration for the Company agreeing to convert at a
conversion price of $0.25 per share, which is more than twice the $0.11 closing
market price of Five Star common stock on the day prior to approval of the
transaction, Five Star agreed to terminate the voting agreement between the
Company and Five Star. The voting agreement, which by its terms would in any
event have terminated on June 30, 2004, provided that the Company (i) would vote
its Five Star common stock so that not more than 50% of the members of the Five
Star board of directors would be officers or directors of the Company and (ii)
would vote on matters other than the election of directors in the same
proportion as the other Five Star stockholders.
This transaction, which was approved by a Special Committee of the Five
Star board of directors comprised of an independent non-management director who
is unaffiliated with the Company, increased the Company's ownership in Five Star
from approximately 48% to approximately 54% of the outstanding Five Star common
stock. In addition, the Company continues to own the remaining $3 million
principal amount of Five Star's Senior Unsecured 8% Note due September 30, 2004.
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.
GP Strategies Corporation
Date: October 13, 2003 Scott N. Greenberg, President and
Chief Financial Officer