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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: MARCH 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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. / /
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 1, 1998 was approximately $61,866,070, based upon the last
reported sales price of the common stock on The Nasdaq Stock Market, Inc. on
that date.
Number of shares of common stock, no par value, outstanding at June 5,
1998: 3,669,239
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 1998 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 1998 Annual Meeting of
Shareholders to be held on August 11, 1998.
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PART I
This Amendment is being filed solely to correct certain inadvertent errors
contained in Item 4A regarding the positions listed for certain of the Company's
Executive Officers.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of the executive officers of the Company as of June
5, 1998 are set forth below, together with the primary positions held by each
such person.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Gary P. Bennett 56 Chairman of the Board of Directors, President,
and Chief Executive Officer
David M. Nolf 55 Executive Vice President, Chief Financial and
Administrative Officer, Secretary, and Director
Jay W. Ryerson 62 Executive Vice President and Chief Operating Officer
Robert M. Gorman 56 Executive Vice President and General Manager of
Engineering Technologies Group
James R. Lavoie 51 Executive Vice President, General Manager of
Information Technologies Group, and President of the
Company's Integrated Performance Decisions, Inc.
subsidiary
Joseph M. Marino 48 Executive Vice President, General Manager of System
Technologies Group, and Chairman of the Company's
Interactive Media Corp. subsidiary
Richard P. Mitchell 50 Executive Vice President, Acquisitions
Stephen E. Johnston 56 Senior Vice President, Human Resources
Gerald Snyder 53 Senior Vice President, Planning, and Corporate Manager
of Finance and Management Information Systems
Susan C. Varnadoe 43 Senior Vice President and President of the Company's
Interactive Media Corp. subsidiary
V. Lehman Woods 50 Senior Vice President, Contracts
</TABLE>
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Officers of the Company serve until the annual Board of Directors
meeting following the Annual Meeting of shareholders or until their successors
are chosen and qualify, or until earlier resignation or removal.
Gary P. Bennett has been employed by the Company since 1972. He was
elected Chairman of the Board in February 1997, President in May 1991 and served
as Chief Operating Officer from 1984 until he was named Chief Executive Officer
in November 1992. He was an Executive Vice President from 1978 to 1991. Mr.
Bennett has been a Director of the Company since 1979.
David M. Nolf has been employed by the Company since 1971 and served as
Senior Vice President, Finance and Administration from 1979 until May 1985, when
he was elected to serve as Executive Vice President, Chief Financial and
Administrative Officer and Secretary. Mr. Nolf has been a Director of the
Company since 1976 and served as Chairman of the Board of Directors from 1978 to
May 1985.
Jay W. Ryerson has been employed by the Company since 1972. Mr. Ryerson
served as department manager from 1982 until he became division manager in 1985.
He became a sector manager and was elected a Vice President in 1987, a Senior
Vice President in 1989, and was elected Executive Vice President in 1992. In
November 1992 he became the Chief Operating Officer.
Robert M. Gorman joined the Company in 1989 as part of its acquisition
of Acoustics and Mechanics, Inc. Mr. Gorman became general manager of the
Company's Engineering Technologies Group upon its formation in 1992. He became a
Vice President when he joined the Company and was elected Senior Vice President
in 1991. In May 1998 he was elected Executive Vice President.
James R. Lavoie has been employed by the Company since 1979. Mr. Lavoie
served as department manager from 1982 until his promotion to division manager
in 1985. He was elected Vice President and sector manager in 1987 and was
elected to Senior Vice President in 1993. He became the President of the
Company's subsidiary, IPD when it was formed in 1993. He is also the general
manager of the Company's Information Technologies Group. In May 1998 he was
elected Executive Vice President.
Joseph M. Marino has been employed by the Company since 1980. Mr.
Marino served as a department manager from 1984 until 1987 when he became a
division manager. He was elected Vice President in 1991 and became an operations
center manager heading up the New England Operations Center in 1992. In 1994 he
was elected Senior Vice President. He is the general manager of the Company's
System Technologies Group and the Chairman of the Company's Interactive Media
subsidiary. In May 1998 he was elected Executive Vice President.
Richard P. Mitchell has been employed by the Company since 1982. Mr.
Mitchell served as a department manager from 1984 until 1989 when he became a
corporate administrator and cost center manager. He assumed responsibilities for
the Chesapeake division of the Company in 1990 and was named Vice President in
1991. In 1994 he was elected Senior Vice President. In 1995 he was assigned
responsibility for the Company's acquisition program. In May 1998 he was elected
Executive Vice President.
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Stephen E. Johnston joined the Company in 1990 as Vice President, Human
Resources. In November 1996 he was elected Senior Vice President, Human
Resources.
Gerald Snyder has been employed by the Company since 1984. Mr. Snyder
served as Corporate Manager of Finance and Budgets from 1984 until he was
elected Vice President, Planning in 1987. In 1991 he was elected Senior Vice
President, Planning.
Susan C. Varnadoe has been employed by the Company since 1988. Ms.
Varnadoe became a department manager in 1993 and became President of the
Company's subsidiary, Interactive Media when it was formed in July 1997. In May
1998 she was elected Senior Vice President of the Company.
V. Lehman Woods has been employed by the Company since 1977. Mr. Woods
served as a department manager from 1981 until he became Vice President,
Contracts in 1985. In 1991 he was elected Senior Vice President, Contracts.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Analysis & Technology, Inc.
By: /s/ Gary P. Bennett
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Gary P. Bennett
President and Chief Executive Officer
Date: June 30, 1998
