U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 12b-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
33-34004
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(Check one) CUSIP NUMBER
None
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[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 11-K [ ] Form 10-Q and Form
10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ________________________
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PART I -- Registrant Information
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Full Name of Registrant:
ANALYSIS & TECHNOLOGY, INC. SAVINGS AND INVESTMENT PLAN
Former Name if Applicable:
P.O. Box 220, Route 2
Address of Principal Executive Office (Street and Number)
North Stonington, Connecticut 06359
City, State and Zip Code
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PART II -- Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate).
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III --Narrative
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
In March 1999, Analysis & Technology, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the
Company was acquired by Anteon Corporation on June 23, 1999. As a result of the
Company's entering into the Merger Agreement, the Company and its employees
needed to expend substantial effort in preparing for the closing of the
transaction, including significant time and effort devoted to issues relating to
the Company's employee benefit plans.
As a result, the Analysis & Technology, Inc. Savings and Investment Plan
(the "Plan") has been unable to prepare and file with the Internal Revenue
Service its annual report on Form 5500 relating to the year ended December 31,
1998 (the "Form 5500"). The Plan has been advised by its independent accountant,
KPMG, LLP ("KPMG"), that KPMG is unable to issue its report on the Plan's
financial statements for the year ended December 31, 1998 until it has been able
to review the Form 5500.
Attached hereto as Exhibit 99 is a statement signed by KPMG stating the
reason why it is unable to furnish its report on the Plan's financial statements
for the year ended
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December 31, 1998 on or before the date on which the Plan's Annual Report on
Form 11-K for the year ended December 31, 1998 is due.
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PART IV -- Other Information
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(1) Name and telephone number of person to contact in regard to this
notification.
Thomas M. Downie (860) 599-3910
(Name) (Area Code) (Telephone)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reason why a reasonable
estimate of the results cannot be made.
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ANALYSIS & TECHNOLOGY, INC. SAVINGS AND INVESTMENT PLAN has caused this
notification to be signed on its behalf by the undersigned thereunto duly
authorized.
ANALYSIS & TECHNOLOGY, INC. SAVINGS AND
INVESTMENT PLAN
By: /s/ THOMAS M. DOWNIE
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Thomas M. Downie
Member, Analysis & Technology, Inc.
Savings and Investment Plan
Committee
Date: June 29, 1999
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EXHIBIT INDEX
Exhibit No. Description
99 Letter dated June 28, 1999 from KPMG LLP to Analysis &
Technology, Inc. Savings and Investment Plan
EXHIBIT 99
June 28, 1999
Analysis & Technology, Inc. Savings and
Investment Plan
P.O. Box 220
Route 2
North Stonington, Connecticut 06359
Dear Sirs:
We are the independent accountants for the Analysis & Technology, Inc.
Savings and Investment Plan (the "Plan") and, in that capacity, are auditing the
financial statements of the Plan for the year ended December 31, 1998. As part
of our audit of such financial statements and in accordance with generally
accepted auditing standards, we must review the Form 5500 of the Plan for the
year ended December 31, 1998 (the "Form 5500") in the form filed by the Plan
with the Internal Revenue Service. Until that review is completed, we will not
be able to issue our report on the Plan's financial statements for the year
ended December 31, 1998.
You have advised us that the Plan has not yet prepared and filed the Form
5500. Therefore, as of the date hereof, we are not able to issue our report on
the Plan's financial statements for the year ended December 31, 1998.
We hereby consent to the filing of this letter as an exhibit to the Plan's
Form 12b-25 relating to its Annual Report on Form 11-K for the year ended
December 31, 1998.
Very truly yours,
KPMG LLP
