gsesystems13g-a2.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
GSE SYSTEMS, INC.
|
(Name
of Issuer)
|
Common Stock, $.01 par
value
|
(Title
of Class of Securities)
|
36227K106
|
(CUSIP
Number)
|
December 31, 2008
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
Q Rule
13d-1(b)
£ 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 (however, see the
Notes).
(1)
|
Names
of Reporting Persons.
|
Westcliff
Capital Management, LLC
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) £
|
(3)
|
SEC
Use Only
|
(4)
|
Citizenship
or Place of Organization
|
California
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
(5)
|
Sole
Voting Power
|
0
|
(6)
|
Shared
Voting Power
|
462,567
|
(7)
|
Sole
Dispositive Power
|
0
|
(8)
|
Shared
Dispositive Power
|
462,567
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
462,567
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
|
2.9%
|
(12)
|
Type
of Reporting Person (See Instructions)
|
IA
|
(1)
|
Names
of Reporting Persons.
|
Richard
S. Spencer III
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) £
|
(3)
|
SEC
Use Only
|
(4)
|
Citizenship
or Place of Organization
|
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
(5)
|
Sole
Voting Power
|
0
|
(6)
|
Shared
Voting Power
|
462,567
|
(7)
|
Sole
Dispositive Power
|
0
|
(8)
|
Shared
Dispositive Power
|
462,567
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
462,567
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
|
2.9%
|
(12)
|
Type
of Reporting Person (See Instructions)
|
HC,
IN
|
|
Item
1(a). Name of Issuer:
|
GSE
Systems, Inc.
|
Item
1(b). Address of Issuer’s Principal Executive
Offices:
|
7133
Rutherford Road, Suite 200, Baltimore, MD 21244
|
Item
2(a). Names of Persons
Filing:
|
Westcliff
Capital Management, LLC (“Westcliff “) and Richard S. Spencer III
(“Spencer”)
Westcliff
and Spencer disclaim beneficial ownership of the Securities (as defined below)
except to the extent of their respective pecuniary interests
therein.
|
Item
2(b). Address of Principal Business Office or, if none,
Residence:
|
The
principal business address of the reporting persons is 200 Seventh Avenue, Suite
105, Santa Cruz, CA 95062.
Reference
is made to Item 4 of pages 2 and 3 of this Schedule 13G (this “Schedule”), which
Items are incorporated by reference herein.
|
Item
2(d). Title of Class of
Securities:
|
This
statement relates to the shares of the Issuer’s common stock and warrants
exercisable for common stock (the “Securities”).
36227K106
|
Item
3. If this statement is filed pursuant
to §§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 (15 U.S.C. 78o).
£ (b) Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
£ (c) Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
£ (d) Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8).
ý (e) An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
£ (f) An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
ý (g) A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
£ (h) A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
£ (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 (15 U.S.C.
80a-3);
£ (j) Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
Reference
is hereby made to Items 5-9 and 11 of pages 2 and 3 of this Schedule, which
Items are incorporated by reference herein.
Westcliff,
as investment manager of various client accounts, and Spencer, as Westcliff ’s
manager and majority owner, may be deemed to beneficially own the Securities
owned by such accounts, in that they may be deemed to have the power to direct
the voting or disposition of those Securities. Neither the filing of
this Schedule nor any of its contents shall be deemed to constitute an admission
that Westcliff or Spencer is, for any purpose, the beneficial owner of the
Securities to which this Schedule relates, and each of Westcliff and Spencer
disclaims beneficial ownership as to those Securities, except to the extent of
his or its pecuniary interests therein. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an admission that
any of the other individual officers and members of Westcliff is, for any
purpose, the beneficial owner of any of the Securities to which this Schedule
relates, and such beneficial ownership is expressly disclaimed.
The
calculation of percentage of beneficial ownership in item 11 of pages 2 and 3
was derived from the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 10, 2008 in which the Issuer
stated that the number of shares of its common stock outstanding as of November
7, 2008 was 15,965,346 shares.
|
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 X .
|
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
|
Not
applicable.
|
Item
8. Identification and Classification of
Members of the Group
|
Not
applicable.
|
Item
9. Notice of Dissolution of
Group
|
Not
applicable.
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 that purpose or effect.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated: January
21, 2009
|
WESTCLIFF
CAPITAL MANAGEMENT, LLC
By:
/s/ Richard S.
Spencer
III
Richard S. Spencer III, its Manager
|
|
RICHARD
S. SPENCER III
/s/ Richard S. Spencer
III
Richard
S. Spencer III
|
EXHIBIT
INDEX
Exhibit A Joint
Filing
Undertaking Page
7
EXHIBIT
A
JOINT
FILING UNDERTAKING
The
undersigned, being authorized thereunto, hereby execute this agreement as an
exhibit to this Schedule 13G to evidence the agreement of the below-named
parties, in accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on
behalf of each of such parties.
Dated: January
21, 2009
|
WESTCLIFF
CAPITAL MANAGEMENT, LLC
By:
/s/ Richard S.
Spencer
III
Richard S. Spencer III, its Manager
|
|
RICHARD
S. SPENCER III
/s/ Richard S. Spencer
III
Richard
S. Spencer III
|