Analysis & Technology, Inc.
Route 2, Technology Park
North Stonington, CT 06359
10 February 1995
Securities and Exchange Commission
450 Fifth Ave., NW
Washington, DC 20549
Dear SEC Staff:
Pursuant to the requirements of the Securities Exchange
Act of 1934, we are transmitting herewith the attached Form 10-Q.
Sincerely,
ANALYSIS & TECHNOLOGY, INC.
David M. Nolf
Executive Vice President
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FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period ended DECEMBER 31, 1994
Commission File No. 0-14161;
ANALYSIS & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
TECHNOLOGY PARK, ROUTE 2, NORTH STONINGTON, CONNECTICUT 06359
(Address of principal executive office) (zip code)
(203) 599-3910
(Registrant's telephone number, including area code)
CONNECTICUT
(State or other jurisdiction of incorporation or
organization)
IRS Employer Identification No., 95-2579365
YES, the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such
reports), and (2) has been subject to such filing
requirements for the past 90 days.
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
As of the close of business February 6, 1995, the registrant
had outstanding 2,364,106 shares of Common Stock.
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CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 5
PART II. OTHER INFORMATION REQUIRED IN REPORT
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior
Securities 9
Item 4. Submission of Matters to a
Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on
Form 8-K 9
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1
FIRST AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT AND REVOLVING CREDIT NOTE
THIS AMENDMENT, dated as of December 9, 1994 ("Amendment") to
the Amended and Restated Revolving Credit and Term Loan Agreement and the
Revolving Credit Note, both dated as of November 15, 1993 (the
"Agreement"), is entered into by and between ANALYSIS & TECHNOLOGY, INC., a
Connecticut corporation (the "Company") and SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION, a national banking association (the "Bank").
W I T N E S S E T H
WHEREAS, pursuant to the Agreement, the Bank has made certain
advances to the Company and the Company has made certain covenants to the
Bank; and
WHEREAS, the Bank and the Company now desire to amend the
Agreement to provide for, among other things, an increase in the Commitment
and an extension of the Termination Date.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged and pursuant to the requirements of the Agreement, the
parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meanings specified in, or by
reference in, the Agreement.
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2
Section 2. Amendment to the Agreement
(a) Section 1.1 of the Agreement is amended and restated to read
as follows:
Section 1.1 Amounts. Subject to the terms and
conditions contained in this Agreement, the Bank agrees
to make loans (the "Revolving Credit Loans" and
individually, a "Revolving Credit Loan") to the Company
from time to time prior to October 31, 1996 (the
"Termination Date") in principal amounts not exceeding
at any one time outstanding the sum of $18,500,000
(such amount, as it may be reduced from time to time as
hereinafter provided, is herein called the
"Commitment") less the face amount of all Letters of
Credit issued for the account of the Company or any
other party guaranteed by the Company (the "Letters of
Credit" and each individually a "Letter of Credit").
Each Revolving Credit Loan shall be either a Domestic
Loan, a CD Loan, or a Eurodollar Loan as the Company
may elect subject to the provisions of this Agreement.
Notwithstanding anything herein to the contrary, during
the term of this Agreement, the sum of (i) the
aggregate outstanding principal amount of Revolving
Credit Loans hereunder plus (ii) the aggregate
available face amount of all Letters of Credit, shall
not at any time exceed the Commitment.
(b) The Revolving Credit Note attached to the Agreement as
Exhibit A-1 is amended to substitute "$18,500,000" for each reference in
the Agreement to "$17,500,000" and "Eighteen Million Five Hundred Thousand
Dollars" for each reference in the Agreement to "Seventeen Million Five
Hundred Thousand Dollars."
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3
(c) Section 1.3 of the Agreement is amended to change the
maturity date of the Term Loan from August 1, 2000 to November 1, 2001, by
substituting the reference to "August 1, 2000" with "November 1, 2001."
(d) Exhibits C, D, E and F to the Agreement are each amended and
restated to read in the form of Exhibits C, D, E and F respectively,
attached hereto and made a part hereof as Exhibits C, D, E and F.
Section 3. Conditions and Effectiveness. This Amendment shall
become effective when, and only when, the Bank and the Company have
received counterparts of this Amendment executed by the Bank and by the
Company.
Section 4. Reference to and Effect on the Agreement.
(a) Upon the effectiveness of Section 2 hereof, on and after the
date hereof, (i) each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import, and each
reference to the Agreement in the Revolving Credit Note and any other
document relating to the Agreement, shall mean and be in reference to the
Agreement as amended hereby and (ii) each reference in the Revolving Credit
Note to "this Note, " "hereunder," "hereof," "herein," or words of similar
import, and each reference in the Agreement to "the Note" or "the Revolving
Credit Note" shall mean and be in reference to the Revolving Credit Note as
amended hereby.
(b) Except as specifically amended herein, the Agreement and the
Note shall remain in full force and effect and are hereby ratified and
confirmed.
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4
Section 5. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose.
Section 6. Execution and Counterparts. This Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which when taken
together shall constitute one in the same instrument.
Section 7. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of
the date first above written.
ANALYSIS & TECHNOLOGY, INC.
By:__/s/ DAVID M. NOLF____
Name: David M. Nolf
Its: Executive Vice President
Chief Financial and Administrative Officer
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
By:__/s/ MATTHEW E. HUMMEL_
Name: Matthew E. Hummel
Its: Vice President
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