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EX-99.1 - EXHIBIT 99.1 - GP STRATEGIES CORPa991pressreleasejanuary820.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 8, 2020
 
GP Strategies Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
1-7234
 
52-0845774
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
70 Corporate Center
11000 Broken Land Parkway, Suite 200,
Columbia, MD
 
21044
(Address of Principal Executive Offices)
 
(Zip Code)
 
(443) 367-9600
(Registrant’s Telephone Number, Including Area Code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
GPX
NYSE (New York Stock Exchange)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 





Item 8.01 Other Events
 
On January 8, 2020, GP Strategies Corporation ("GP Strategies") announced that it closed the sale of its Alternative Fuels Division effective January 1, 2020 pursuant to an Asset Purchase Agreement with Cryogenic Industries, LLC. The purchase price is up to $6 million, subject to adjustment based on a final calculation of net working capital as defined in the asset purchase agreement. Up to $0.5 million of the potential purchase price is subject to the achievement of certain milestones under an assigned contract. The purchase price adjustment for closing net working capital is expected to be finalized during the second quarter of 2020. In addition, the sale proceeds will be reduced by taxes, expenses and other fees and commissions payable in connection with the closing of the transaction. A copy of the press release issued by GP Strategies announcing the transaction is attached hereto as Exhibit 99.1 to this Form 8-K.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
 


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: January 8, 2020
/s/ Kenneth L. Crawford
 
Kenneth L. Crawford
 
Executive Vice President, General Counsel & Secretary
 





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