UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 1)*
GSE SYSTEMS, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
36227K106
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
CUSIP No. 36227K106
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Jack Silver
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
Not applicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
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5 SOLE VOTING POWER
785,600
NUMBER OF ------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
THE ------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 785,600
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
785,600
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10 CHECK BOX IF THE AGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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12 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 36227K106
Item 1.
(a) Name of Issuer:
GSE Systems, Inc.
(b) Address of Issuer's Principal Executive Offices:
7133 Rutherford Road
Baltimore, MD 21244
Item 2.
(a) Name of Person Filing:
Jack Silver
(b) Address of Principal Business Office or, if none, Residence:
SIAR Capital LLC
660 Madison Avenue
New York, NY 10021
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, no par value
(e) CUSIP Number:
36227K106
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or Dealer registered under Section 15 of the Act
(b) |_| Bank as defined in section 3(a)(6) of the Act
(c) |_| Insurance Company as defined in section 3(a)(19) of the Act
(d) |_| Investment Company registered under section 8 of the Investment
Company Act
(e) |_| Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
CUSIP No. 36227K106
(f) |_| Employee Benefit Plan or endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) |_| Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) - (d)
Jack Silver beneficially owns 785,600 shares of Common Stock of GSE
Systems, Inc. representing 8.7% of the outstanding Common Stock. Such
shares of Common Stock beneficially owned by Mr. Silver include (a)
694,796 shares of Common Stock held by Sherleigh Associates Inc. Profit
Sharing Plan, a trust of which Mr. Silver is the trustee; and (b) 90,804
shares held by Sherleigh Associates Inc. Defined Benefit Pension Plan, a
trust of which Mr. Silver is the trustee.
Mr. Silver has the sole voting and dispositive power with respect to all
785,600 shares of Common Stock beneficially owned by him.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
CUSIP No. 36227K106
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 2006
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Date
/s/ Jack Silver
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Signature
Jack Silver
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Name/Title