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) March 23, 2005
GP Strategies Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-7234 13-1926739
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(Commission File Number) (IRS Employer Identification No.)
777 Westchester Avenue, White Plains, NY 10604
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(Address of Principal Executive Offices) (Zip Code)
(914) 249-9700
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
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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
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|_| 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 40.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2005, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of GP Strategies Corporation (the
"Company") authorized the grant to Scott Greenberg, the Company's President and
Chief Financial Officer, of 42,000 shares of restricted stock, subject to final
documentation of the terms and conditions,, as the Compensation Committee shall
determine, pursuant to the provisions of the Company's 2003 Incentive Stock
Plan, in respect of the year ended December 31, 2004.
On March 23, 2005, the Compensation Committee of the Company's Board of
Directors authorized the grant to Doug Sharp, the President of the Company's
wholly-owned subsidiary General Physics Corporation, of 34,000 shares of
restricted stock, subject to final documentation of the terms and conditions, as
the Compensation Committee shall determine, pursuant to the provisions of the
Company's 2003 Incentive Stock Plan., in respect of the year ended December 31,
2004.
On March 23, 2005, the Compensation Committee of the Company's Board of
Directors authorized the grant to Andrea Kantor, the Company's Vice President
and General Counsel, of 20,000 shares of restricted stock, subject to final
documentation of the terms and conditions, as the Compensation Committee shall
determine, pursuant to the provisions of the Company's 2003 Incentive Stock
Plan.
The awards were determined based on the Compensation Committee's
evaluation of the Company's and each executive's performance.
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: March 23, 2005 Scott N. Greenberg, President
and Chief Financial Officer