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) May 9, 2006 ----------- GP Strategies Corporation -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-7234 13-1926739 -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 6095 Marshalee Drive, Suite 300, Elkridge, MD 21075 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (410) 379-3600 -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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)) Item 2.02 Results of Operations and Financial Condition On May 9, 2006, the Company announced its results for the first quarter ended March 31, 2006. The earnings release is attached hereto as an exhibit to the 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press release of GP Strategies Corporation dated May 9, 2006 announcing its results for the first quarter ended March 31, 2006. 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: May 9, 2006 Andrea D. Kantor Executive Vice President and General Counsel -2- EXHIBIT INDEX Exhibit No. Description 99.1 Press release of GP Strategies Corporation dated May 9, 2006 announcing its results for the first quarter ended March 31, 2006.