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) January 24, 2006
GSE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-26494 52-1868008
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
7133 Rutherford Rd., Suite 200, Baltimore, MD 21244
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(Address of principal executive office and zip code)
(410) 277-3740
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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.
On January 24, 2006 Chin-our Jerry Jen notified the Company that he was
resigning from the Company's Board of Directors effective immediately. Mr. Jen
will continue as President and Chief Operating Officer of the Company.
On January 24, 2006 the Board of Directors of the Company elected Michael
Feldman as a Director, replacing Mr. Jen. Mr. Feldman, 38, joined the Company in
early 2004 as Director of International Sales and Marketing. Prior to joining
GSE, he was Chief Executive Officer of RedStorm Scientific, Inc., a biotech
company that assists pharmaceutical companies in shortening the drug discovery
process through its understanding of proteins. Mr. Feldman had previously held
positions with GP Strategies Corporation and General Physics in international
sales and marketing. Mr. Feldman graduated from Cornell University with a BA in
1989. Mr. Feldman is the son of Jerome I. Feldman, the Company's Chairman. Mr.
Feldman does not have an employment agreement with the Company, but currently
receives an annual salary from the Company of approximately $110,000.
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: January 24, 2006 /s/ Jeffery G. Hough
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Jeffery G. Hough
Senior Vice President and CFO