RegAlert2011-10-11
Added · Updated
SEC Division of Corporation Finance no-action letter: GP Strategies Corporation
The Division of Corporation Finance agrees that GP Strategies Corporation's merger into its wholly-owned subsidiary, General Physics Corporation, does not constitute an offer or sale of a security under Section 2(a)(3) of the Securities Act of 1933, allowing the transaction to proceed without registration. The Staff concurs that the surviving entity, renamed GP Strategies Corporation, may utilize the reporting history of the predecessor to satisfy the eligibility requirements for Forms S-3 and S-8. Additionally, the Division accepts that the Company qualifies as a successor issuer under Rule 414 to continue existing shelf offerings and may rely on the predecessor's reporting history for Rule 144 compliance, while also being exempt from Section 4(3) prospectus delivery requirements under Rule 174.
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DLA Piper LlP (US)
The Marbury Building
6225 Smith Avenue
~PIPER Baltimore, Maryland 21209
W www.dlapiper.com
T 410.580.3000
F 410.580.3001
October 4, 201 1
Securities Act of 1933
Sections 2(a)(3) and 4(3)
Rul es 144, 174and414
Forms S· 3 and S-8
Securities Exchange Act of 1934
Section 12(b)
Ru le 12g-3
Schedules 13D, J3G and \4A
Via E-Mail to: cfleuers@sec.gov
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Rc: GP Strategies Co rporation
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Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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