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AMENDMENT NO.1 TO FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to _____________
COMMISSION FILE NUMBER: 0-14161
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ANALYSIS & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Connecticut 95-2579365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Route 2 06359
P.O. Box 220 (Zip Code)
North Stonington, Connecticut
(Address of principal executive offices)
Registrant's telephone number, including area code: (860) 599-3910
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section (12(g) of the Act: Common Stock, no
par value
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Indicate by check mark whether 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. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ] [Added in Release No. 34-28869
(Paragraph 84,709), effective May 1, 1991, 56 F.R. 7242.]
The aggregate market value of the common stock held by shareholders
considered by the registrant for this purpose to be non-affiliates of the
registrant on June 19, 1996 was approximately $29,811,898, based upon the last
reported sales price of the common stock on the NASDAQ National Market System on
that date.
Number of shares of common stock, no par value, outstanding at June 19,
1996: 2,342,317
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are hereby incorporated herein by reference:
Certain information in Parts I and II of the Form 10-K is incorporated by
reference from the registrant's 1996 Annual Report to Shareholders.
Certain information in Part III of the Form 10-K is incorporated by
reference from the registrant's Proxy Statement for the 1996 Annual Meeting of
Shareholders held on August 13, 1996.
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EXPLANATORY NOTE
This Amendment is being filed solely to provide the revised Consent of KPMG
Peat Marwick LLP with respect to the incorporation by reference of its report
into previously filed Securities Act registration statements of the Company as
specified therein.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 3. Exhibits (* filed herewith):
EXHIBIT
NUMBER
23* Revised Consent of KPMG Peat Marwick LLP with respect to the
incorporation by reference of its reports dated May 3, 1996.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on behalf of the
registrant and in the capacities and on the dated indicated.
ANALYSIS & TECHNOLOGY, INC.
By: /s/ David M. Nolf
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David M. Nolf
Executive Vice President
Date: October 25, 1996
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4
INDEX TO EXHIBITS
Exhibit
Number Description of Documents
23* Revised Consent of KPMG Peat Marwick LLP with respect
to the incorporation by reference of its reports
dated May 3, 1996.
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EXHIBIT 23
[KPMG PEAT MARWICK LLP LETTERHEAD]
ACCOUNTANTS' CONSENT
The Board of Directors
Analysis & Technology, Inc.
We consent to incorporation by reference in the registration statements (Nos.
333-05267, 333-04265, 33-86666, 33-86576, 33-59396, 33-52582, 33-37710,
33-34004, 33-31829, 33-25074, 33-17313, and 33-09067) on Form S-8 of Analysis &
Technology, Inc. of our report dated May 3, 1996, relating to the consolidated
balance sheets of Analysis & Technology, Inc. and subsidiaries as of March 31,
1996 and 1995, and the related consolidated statements of earnings,
shareholders' equity, and cash flows for each of the years in the three-year
period ended March 31, 1996, which report appears in the March 31, 1996 annual
report on Form 10-K of Analysis & Technology, Inc.
In addition, we consent to incorporation by reference in the registration
statements (Nos. 333-05267, 333-04265, 33-86666, 33-86576, 33-59396, 33-52582,
33-37710, 33-34004, 33-31829, 33-25074, 33-17313, and 33-09067) on Form S-8 of
Analysis & Technology, Inc. of our report dated May 10, 1996, relating to the
statements of net assets available for plan benefits of the Analysis &
Technology, Inc. Savings and Investment Plan as of December 31, 1995 and 1994,
and the related statements of changes in net assets available for plan benefits
for the years then ended, and the related supplementary schedules, which report
appears in the December 31, 1995 annual report on Form 11-K of the Analysis &
Technology, Inc. Savings and Investment Plan.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Hartford, Connecticut
October 23, 1996
