ANALYSIS & TECHNOLOGY INC
8-K, 1997-07-25
ENGINEERING SERVICES
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<PAGE>   1
                       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): July 21, 1997



                           ANALYSIS & TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)



<TABLE>
<CAPTION>
             Connecticut                              0-14161                              95-2579365
<S>                                               <C>                                  <C>
    (State or other jurisdiction                  (Commission File                        (IRS Employer
          of incorporation)                           Number)                          Identification No.)
</TABLE>


                Route 2, P.O. Box 220, North Stonington, CT 06359
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (860) 599-3910


                                       N/A
          (Former name or former address, if changed since last report)
<PAGE>   2
Item 5.  Other Events.


         Pursuant to General Instruction F to Form 8-K, the information
requested by this Item is provided in the press release issued by the Company on
July 21, 1997, incorporated by reference herein and included as Exhibit 20 to
this Form 8-K.


Item 7.  Financial Statements and Exhibits.

         (a)  Not applicable.

         (b)  Not applicable.

         (c)  Exhibits.

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<CAPTION>
         Exhibit No.                Document
<S>      <C>                        <C>
         20                         Press Release of the Company
                                    dated July 21, 1997
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              ANALYSIS & TECHNOLOGY, INC.



Date:  July 25, 1997                          By:     s/ David M. Nolf
                                                      ----------------
                                                      David M. Nolf
                                                      Executive Vice President
<PAGE>   3
                                  EXHIBIT INDEX





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<CAPTION>
Exhibit No.                                  Document
<S>    <C>                            <C>
       20                             Press Release of Company
                                      dated July 21, 1997
</TABLE>

<PAGE>   1
                                                                      Exhibit 20

[A & T LOGO]            ANALYSIS & TECHNOLOGY, INC.                        NEWS
                        ROUTE 2, P.O. BOX 220
                        NORTH STONINGTON, CT 06359
                        860 599-3910


FOR IMMEDIATE RELEASE

                                     CONTACT:  Elaine Beckwith
                                               (860) 599-3910, ext. 2630
                                               E-mail: [email protected]
                                               Home Page:  http://www.aati.com

                                               Cheryl Schneider, Stacey Levitz
                                               Morgen-Walke Associates, Inc.
                                               (212) 850-5600

                   ANALYSIS & TECHNOLOGY, INC. SELLS INTEREST
                      IN AUTOMATION SOFTWARE, INCORPORATED
             JOINT VENTURE SOLD TO BROWN & SHARPE MANUFACTURING CO.


         NORTH STONINGTON, CT, July 21, 1997 - Analysis & Technology, Inc.
(Nasdaq: AATI), a leading developer of engineering technologies and interactive
multimedia training solutions, announced today it has sold its interest in
Automation Software, Incorporated, to its joint venture partner, Brown & Sharpe
Manufacturing Co. (NYSE:BNS) of Kingstown, Rhode Island, for $3 million.

         Automation Software develops measurement software for the manufacturing
industry. Analysis & Technology established the joint venture with Brown &
Sharpe Manufacturing Co. in September 1985.

         Net cash proceeds from the sale are estimated at $1.8 million, and as a
result of the company's investment of approximately $1.4 million in the joint
venture as of the date of the sale, a net after-tax gain of approximately
$400,000 will be recognized. The Company anticipates the loss of equity income
from Automation Software as a result of the sale will be largely offset by
interest earned on the net cash proceeds. The sale of Analysis & Technology's
interest in the joint venture will be accounted for in the Company's second
quarter financial results.


                                   -- more --

<PAGE>   2
A&T sells interest in Automation Software, Incorporated
July 21, 1997
p. 2 of 2




         Gary P. Bennett, chairman and chief executive officer, said, "The sale
of Automation Software enables Analysis & Technology to continue to focus on our
two main areas of business. We are committed to concentrating on our recently
announced interactive multimedia training subsidiary, Interactive Media Corp.,
where we are targeting the $15 billion corporate and government training market.
We also will continue to build our Department of Defense business."

         Working with customers, Analysis & Technology creates technology-based
solutions through system engineering, information, and interactive multimedia
training technologies.

         Information in this news release may contain statements that are
forward looking statements as defined in the Private Securities Litigation
Reform Act of 1995. These statements involve risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Additional information and discussion concerning factors that could
cause actual results to differ from those in the forward-looking statements is
contained in Analysis & Technology, Inc.'s fiscal year 1997 Annual Report to
Shareholders, and in the Company's Form 10-K Annual Report. Copies of these
documents may be obtained at no charge by calling Elaine Beckwith, Investor
Relations Manager, at 860-599-3910, extension 2630.

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