SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 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.)
P.O. Box 220
Route 2
North Stonington, Connecticut 06359
(Address of Principal Executive Offices) (Zip Code)
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
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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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EXPLANATORY NOTE
This Amendment is being filed solely to supplement the information
contained in the Annual Report on Form 10-K of Analysis & Technology, Inc. (the
"Company"), for the fiscal year ended March 31, 1998 concerning the business
experience of Nelda S. Nardone and Dennis G. Punches contained in Item 10
therein.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
BACKGROUND INFORMATION ABOUT CURRENT DIRECTORS
Set forth below, in alphabetical order, as of May 1, 1998, are the names
and ages of all directors. The information set forth includes, as to each
person, the positions and offices held with the Company, the period of service
to the Company in such capacities, and a brief account of the person's business
experience. Family relationships among the Board are summarized at the
conclusion of this section.
Gary P. Bennett
Gary P. Bennett, 56, is Chairman of the Board, President and Chief
Executive Officer of the Company. He joined the Company in 1972, became an
Executive Vice President in 1978, was named Chief Operating Officer in 1984,
became President in 1991, and Chief Executive Officer in November 1992. Mr.
Bennett was elected Chairman of the Board of the Company in February 1997. He is
also an officer and director of various wholly owned subsidiaries of the
Company. In addition, he is a director of Washington Trust Bancorp, Inc. Mr.
Bennett has served as a director of the Company since 1979. His present term of
office expires in 1999.
James B. Fox
James B. Fox, 70, has been a director of the Company since 1972. He served
as Chairman of the Board from November 1992 to February 1997. In 1986, Mr. Fox
retired from his position as president of Mobil Oil Credit Corporation, a wholly
owned subsidiary of Mobil Oil Corporation that handles its credit functions. He
had been an employee of Mobil Oil Corporation since 1949. His present term of
office expires in 1999.
Larry M. Fox
Larry M. Fox, 45, has been a director of the Company since 1978. He was
elected Vice-Chairman of the Board of the Company in February 1997. Mr. Fox is
director of hardware operations for Fisher-Rosemount Systems, a manufacturer of
process controls. He joined Fisher-Rosemount Systems in April, 1998. From 1991
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to April 1998, he was programs manager for VTEL Corporation, a manufacturer of
video teleconferencing systems. His present term of office expires in 2001.
Nelda S. Nardone
Nelda S. Nardone, 59, has been a director of the Company since 1977. She
was the Company's Corporate Secretary from 1976 until 1985. Mrs. Nardone's sole
employment since 1985 has been as a director of the Company. Her present term of
office expires in 2000.
Thurman F. Naylor
Thurman F. Naylor, 78, has been a director of the Company since 1989. Mr.
Naylor has been president and sole stockholder of Cameras and Images
International, Inc., a company involved in the purchase and sale of photographic
materials, since 1984. Prior to 1984, Mr. Naylor was chairman and president of
Standard Thomson Corporation and Thomson International Corporation,
manufacturers of temperature, pressure, and electronic controls. He has also
been a director of Benthos, Inc., a fabricator of oceanographic equipment since
1987 and a director of CREME de la CREME, which buys, sells and exhibits cameras
and images since October, 1994. His present term of office expires in 2000.
David M. Nolf
David M. Nolf, 55, is Executive Vice President, Chief Financial and
Administrative Officer and Secretary of the Company. Mr. Nolf has served in
these capacities since 1985. He joined the Company in 1971 and became a Senior
Vice President in 1979. He has been a Company director since 1976 and served as
Chairman of the Board from 1978 to May 1985. He is also an officer and director
of various wholly owned subsidiaries of the Company. In addition, he serves as a
trustee of The Westerly Hospital and as a director for The Day newspaper. His
present term of office expires in 2001.
Dennis G. Punches
Dennis G. Punches, 62, has been a director of the Company since May 1992.
Mr. Punches is a private investor. He was the chairman of Payco American
Corporation, the accounts receivable management company he founded in 1959,
until the firm was sold to Outsourcing Solutions, Inc. (OSI) in 1996. He is a
director of OSI. Mr. Punches has served as a director of Intrum
Justitia-Netherlands, an accounts receivable management firm in the Netherlands,
since 1994. He was elected a director of Collection House, an Australian
company, in 1998. Mr. Punches is also a trustee of Carroll
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College in Waukesha, Wisconsin. His present term of office expires in 2001.
Family Relationships
Nelda S. Nardone is the widow of Maurice W. Fox, a co-founder of the
Company who died in 1978. James B. Fox, Maurice W. Fox's brother, is the father
of Larry M. Fox.
COMPLIANCE WITH SECTION 16(a) FILINGS
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and NASDAQ. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) reports they file. Based solely on a review of the
copies of such reports furnished to the Company, or written representations that
no Forms 5 were required, the Company believes that during the fiscal year ended
March 31, 1998, all of its officers, directors and greater than ten percent
beneficial owners, except V. Lehman Woods and Gerald Snyder, each of whom filed
a Form 5 to report inadvertently omitted late Form 4 transactions, complied with
all applicable Section 16(a) filing requirements.
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SIGNATURES (1)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to its
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: May 5, 1999
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(1) This amendment has been executed in the same manner as a Form 8 would have
been executed prior to the rescission of Form 8. See, Part V.F.2. of
Release 34-31905 (February 23, 1993).
