<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
FILE PURSUANT TO SECTION 12, 13, OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
ANALYSTS INTERNATIONAL CORPORATION
Amendment No. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K as set
forth in the pages attached hereto:
The following information relating to the Analysts International Corporation
Savings and Investment Plan and required by Form 11-K for the Plan year ended
June 30, 1995 is included as part of the registrants annual report on Form 10-K,
as permitted by Rule 15d-21.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Analysts International Corporation
By: /S/ THOMAS R. MAHLER
Thomas R. Mahler
Secretary and General Counsel
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
<PAGE>
INDEX
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS - Years ended June 30, 1995 and 1994:
Statements of net assets available for plan benefits 2
Statements of changes in net assets available for
plan benefits 3
Supplemental statements of changes in net assets available for
plan benefits by type of fund 4
Notes to financial statements 5-7
SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO THE
REQUIREMENTS OF FORM 5500:
I. Item 27a - Schedule of Assets Held for Investment
Purposes, as of June 30, 1995 9
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended June 30, 1995 10
<PAGE>
1
INDEPENDENT AUDITORS' REPORT
Savings and Investment Plan Committee
Analysts International Corporation
Minneapolis, Minnesota
We have audited the accompanying statements of net assets available for plan
benefits of Analysts International Corporation Savings and Investment Plan (the
Plan) as of June 30, 1995 and 1994 and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits as of June 30, 1995 and
1994 and the changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund for
the years ended June 30, 1995 and 1994, the supplemental schedules of Assets
Held for Investment Purposes as of June 30, 1995 and Reportable Transactions for
the year ended June 30, 1995 are presented for purposes of additional analysis
of the basic financial statements and for complying with the Department of
Labor's Rules and Regulations for Reporting and disclosure under the Employee
Retirement Income Security Act of 1974 and are not a required part of the basic
financial statements. This supplemental information is the responsibility of
the Plan's management. The supplemental information and schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Minneapolis, Minnesota
August 25, 1995 /s/ Deloitte & Touche LLP
<PAGE>
2
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
June 30
---------------------------------
1995 1994
-------------- ----------------
<S> <C> <C>
ASSET - Investments, stated at market
value (Notes A, E and F) $37,166,957 $25,928,954
-------------- ----------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $37,166,957 $25,928,954
-------------- ----------------
-------------- ----------------
</TABLE>
See notes to financial statements and supplemental schedules.
<PAGE>
3
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Year Ended June 30
----------------------------------
1995 1994
--------------- -----------------
<S> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year $25,928,954 $21,684,887
ADDITIONS:
Investment income 1,615,588 1,321,082
Contributions by employer 580,731 529,806
Contributions by participants 6,756,752 5,899,755
Net appreciation (depreciation) in market value
of investments 5,442,754 (1,452,114)
---------------- ---------------
14,395,825 6,298,529
DEDUCTIONS:
Distribution to participants 3,157,822 2,054,462
---------------- ---------------
NET ADDITIONS 11,238,003 4,224,067
---------------- ---------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $37,166,957 $25,928,954
---------------- ---------------
---------------- ---------------
</TABLE>
See notes to financial statements.
<PAGE>
4
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY FUND
YEARS ENDED JUNE 30, 1995 AND 1994
<TABLE>
<CAPTION>
Money U.S. Govt. High Yield Growth & Voyager Global
Market Trust Trust Income Fund Growth
------ ----- ----- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of July 1, 1993 $1,898,525 $2,853,968 $2,391,915 $4,912,865 $5,801,519 $0
ADDITIONS:
Investment Income 58,074 205,982 274,895 407,586 246,493
Contributions by employer
Contributions by participants 425,631 608,581 687,407 1,460,979 1,717,558 176,880
Loan payments 42,691 77,933 54,084 92,667 138,762 9,016
Net depreciation in
market value of investments (272,026) (154,724) (238,323) (69,068) (25,441)
------------------------------------------------------------------------------------
526,396 620,470 861,662 1,722,909 2,033,745 160,455
DEDUCTIONS
Distributions to participants 165,494 241,489 241,676 475,858 670,927 7,368
Loan withdrawals 58,500 152,187 56,187 101,353 113,229 815
------------------------------------------------------------------------------------
223,994 393,676 297,863 577,211 784,156 8,183
INTERFUND TRANSFERS (286,950) (531,598) 23,087 (33,320) (343,951) 611,097
------------------------------------------------------------------------------------
NET ADDITIONS 15,452 (304,804) 586,886 1,112,378 905,638 763,369
------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1994 1,913,977 2,549,164 2,978,801 6,025,243 6,707,157 763,369
ADDITIONS:
Investment Income 102,808 187,437 322,438 410,449 325,651 33,446
Contributions by employer
Contributions by participants 388,495 502,699 637,742 1,455,651 1,892,638 630,520
Loan payments 25,666 47,267 51,204 97,349 141,260 54,608
Net appreciation (depreciation) in
market value of investments 85,635 (116,897) 914,565 1,789,322 31,072
------------------------------------------------------------------------------------
516,969 823,038 894,487 2,878,014 4,148,871 749,646
DEDUCTIONS
Distributions to participants 322,599 372,016 422,444 696,156 670,922 115,938
Loan withdrawals 38,000 40,547 74,591 130,577 258,759 26,003
------------------------------------------------------------------------------------
360,599 412,563 497,035 826,733 929,681 141,941
INTERFUND TRANSFERS 296,779 (186,888) (105,613) (174,178) (25,571) (72,961)
------------------------------------------------------------------------------------
NET ADDITIONS 453,149 223,587 291,839 1,877,103 3,193,619 534,744
------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1995 $2,367,126 $2,772,751 $3,270,640 $7,902,346 $9,900,776 $1,298,113
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
<CAPTION>
OTC
Emerging Loan AiC
Growth Fund Pending Stock
------ ---- ------- -----
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of July 1, 1993 $0 $539,519 $3,286,576
ADDITIONS:
Investment Income 36,998 91,054
Contributions by employer 529,806
Contributions by participants 145,076 677,643
Loan payments 8,507 (472,945) 49,285
Net depreciation in
market value of investments (58,685) (633,847)
-------------------------------------------------------
94,898 (435,947) 713,941
DEDUCTIONS
Distributions to participants 6,237 26,637 218,776
Loan withdrawals 745 (517,281) 34,265
-------------------------------------------------------
6,982 (490,644) 253,041
INTERFUND TRANSFERS 397,226 164,409
-------------------------------------------------------
NET ADDITIONS 485,142 54,697 625,309
-------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1994 485,142 594,216 3,911,885
ADDITIONS:
Investment Income 55,221 43,803 134,335
Contributions by employer 580,731
Contributions by participants 486,763 762,244
Loan payments 50,220 (570,795) 103,221
Net appreciation (depreciation) in
market value of investments 219,095 2,519,962
-------------------------------------------------------
811,299 (526,992) 4,100,493
DEDUCTIONS
Distributions to participants 84,055 26,060 447,632
Loan withdrawals 6,750 (648,408) 73,181
-------------------------------------------------------
90,805 (622,348) 520,813
INTERFUND TRANSFERS 302,989 9,271 (43,828)
-------------------------------------------------------
NET ADDITIONS 1,023,483 95,356 9,271 3,535,852
-------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1995 $1,508,625 $689,572 $9,271 $7,447,737
-------------------------------------------------------
-------------------------------------------------------
</TABLE>
See notes to financial statements.
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1995 AND 1994
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Investments are stated at market value using primarily quoted market values.
Promissory notes from participants are stated at the outstanding principal
balance.
The financial statements have been prepared on the accrual basis of accounting.
All security transactions are recorded on their trade date.
Participants have control over the allocation of their account balances among
each of the seven Putnam Funds. However, because Analysts International
Corporation (AiC) designates the investment option for the employer matching
contributions in the AiC Common Stock Fund, participants do not have complete
control of their assets invested in this fund.
B. THE PLAN:
The Plan was established January 1, 1985 under Section 401(k) of the Internal
Revenue Code for the purpose of providing retirement and other benefits to
eligible participants. An employee of AiC becomes eligible for the Plan upon
commencement of active service.
The Plan is funded primarily by employee contributions. Eligible employees may
contribute up to 15% of their gross annual wages for pre-tax saving
contributions and, prior to March 1, 1994, up to 10% for after-tax saving
contributions. Effective March 1, 1994, the Plan was amended suspending the
after-tax contributions. In addition, the Plan allows rollover contributions
from certain qualified retirement plans.
Plan participants may choose to have their share of the Plan funds invested in
one or more of seven investment funds offered by the Putnam Companies and/or the
AiC Common Stock Fund. The seven Putnam funds include the Putnam Money Market
Fund (formerly the Putnam Daily Dividend Trust), the Putnam U.S. Government
Income Trust, the Putnam High Yield Trust, the Putnam Fund for Growth and
Income, the Putnam Voyager Fund, the Putnam Global Growth Fund and the Putnam
OTC Emerging Growth Fund. Effective January 1, 1994, the Plan was amended
adding the Putnam Global Growth Fund and the Putnam OTC Emerging Growth Fund. A
participant's account (consisting of employee contributions and investment
income) is fully vested.
<PAGE>
6
Participant loans are made in compliance with federal regulations in effect at
the time of the loan. Participant loans outstanding, included in investments,
amounted to $689,572 at June 30, 1995 and $594,216 at June 30, 1994.
The Plan provides for employer matching contributions where the employer matches
18% of the employee's pre-tax saving contributions, provided the employee has
been employed by the employer for one year or more and is not a highly
compensated employee as defined by federal tax laws. The employer matching
contributions are invested in the AiC Common Stock Fund.
A participant's interest in the employer matching contribution vests at the rate
of 20% per year after three years of service with 100% vesting after seven
years. Any nonvested portion of employer matching contributions to the accounts
of participants who withdraw from the Plan are forfeited and used by the
employer to reduce future matching contributions.
Although the Company has not expressed an intent to discontinue the Plan, it may
do so at any time, subject to provisions set forth in the Employee Retirement
Income Security Act of 1974. If the Plan is terminated, no further
contributions will be made. The trustee will continue to hold the funds and
make distributions as if the Plan had not terminated.
C. TRUSTEE AND ADMINISTRATION OF THE PLAN:
Putnam Fiduciary Trust Company has been designated as trustee. Investments of
the Plan are held by Putnam Investor Services, Inc. on behalf of the trustee.
The Company has established a Savings and Investment Plan Committee for the
general administration of the Plan.
The Company pays the trustee fees on behalf of the Plan.
D. INTERNAL REVENUE SERVICE STATUS:
The IRS has issued determinations that the Plan, as originally adopted January
1, 1985, and as amended through January 17, 1994, is a qualified plan for tax
purposes under Sections 401(a) and 401(k) of the Internal Revenue Code, and that
the trust established in connection therewith is exempt from income tax under
Section 501(a) of the Code. The Company believes the Plan as presently
constituted and operated continues to meet the requirements of Sections 401(a)
and 401(k) of the Code and that the related trust is exempt from income tax
under Section 501(a) of the Code.
<PAGE>
7
E. INVESTMENTS:
<TABLE>
<CAPTION>
Year Ended June 30
-----------------------
Investments at market value: 1995 1994
---------- -----------
<S> <C> <C>
Putnam Money Market Fund $2,367,126 $1,913,977
Putnam U.S. Government Income Trust 2,772,751 2,549,164
Putnam High Yield Trust 3,270,640 2,978,801
Putnam Fund for Growth and Income 7,902,346 6,025,243
Putnam Voyager Fund 9,900,776 6,707,157
Putnam Global Growth Fund 1,298,113 763,369
Putnam OTC Emerging Growth Fund 1,508,625 485,142
Pending Account 9,271 -
AiC Common Stock Fund 7,447,737 3,911,885
---------- -----------
36,477,385 25,334,738
Promissory notes from participants 689,572 594,216
---------- -----------
$37,166,957 $25,928,954
----------- -----------
----------- -----------
</TABLE>
F. BENEFITS PAYABLE:
As of June 30, 1995 and 1994, net assets available for plan benefits included
benefits of $496,160 and $597,118 respectively, due to participants who have
withdrawn from participation in the plan. These amounts will be reported in
items 31 and 32 of the plan's annual report on Form 5500 when filed.
<PAGE>
8
SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO
THE REQUIREMENTS OF FORM 5500
<PAGE>
9
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
SCHEDULE I
ITEM 27A
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT JUNE 30, 1995
<TABLE>
<CAPTION>
Number of Fair
Shares Cost Value
----------- ---------- ---------
<S> <C> <C> <C>
MUTUAL FUNDS:
Putnam Money Market Fund 2,367,126 $2,367,126 $2,367,126
Putnam U.S. Government Income Trust 215,109 2,976,385 2,772,751
Putnam High Yield Trust 274,383 3,600,870 3,270,640
Putnam Fund for Growth and Income 531,072 6,801,154 7,902,346
Putnam Voyager Fund 733,934 6,938,190 9,900,776
Putnam Global Growth Fund 134,799 1,292,482 1,298,113
Putnam OTC Emerging Growth Fund 119,542 1,348,215 1,508,625
Pending Account 9,271 9,271
AiC COMMON STOCK FUND 286,451 4,194,921 7,447,737
PROMISSORY NOTES FROM PARTICIPANTS 689,572 689,572
------- -------
Interest rates ranging from 6.75% to 9.00%
with maturity dates through June, 1998
$30,218,186 $37,166,957
----------- -----------
----------- -----------
</TABLE>
<PAGE>
10
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
SCHEDULE II
ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1995
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Current Value
Identity of Description of Purchase Selling Cost of of Assets on Net Gain
Party Involved Transaction Price Price Asset Transaction Date (Loss)
- -------------- ----------- ----- ----- ----- ---------------- ------
Putnam Fiduciary Purchases Of $1,743,653 $1,743,653 $1,743,653
Trust Company AiC Stock
Putnam Money Purchases 813,749 813,749 813,749
Market Fund
Putnam U.S. Gov. Purchases 737,403 737,403 737,403
Income Trust
Putnam High Purchases 1,011,384 1,011,384 1,011,384
Yield Trust
Putnam Fund for Purchases 1,963,449 1,963,449 1,963,449
Growth & Income
Putnam Voyager Purchases 2,359,550 2,359,550 2,359,550
Fund
Putnam Global Growth Purchases 718,575 718,575 718,575
Fund
Putnam OTC Emerging Purchases 895,192 895,192 895,192
Growth Fund
Putnam Fiduciary Sales of AiC $727,762 574,536 727,762 $153,226
Trust Company Stock
Putnam Money Sales 360,599 360,599 360,599 0
Market Fund
Putnam U.S. Gov. Sales 599,450 602,013 599,450 (2,563)
Income Trust
Putnam High Sales 602,647 639,303 602,647 (36,656)
Yield Trust
Putnam Fund for Sales 1,000,912 966,375 1,000,912 34,537
Growth & Income
Putnam Voyager Sales 955,254 868,490 955,254 86,764
Fund
Putnam Global Growth Sales 214,903 219,976 214,903 (5,073)
Fund
Putnam OTC Emerging Sales 90,805 79,729 90,805 11,076
Growth Fund
</TABLE>
NOTE: There were no lease rentals or expenses incurred with transactions.
<PAGE>
SIGNATURES
- ----------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
Date: September 25, 1995
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
By /s/ Thomas R. Mahler
--------------------
THOMAS R. MAHLER, member of the Plan
Committee
<PAGE>
EXHIBIT INDEX
No. Exhibit Page No.
- --- ------- --------
24. Independent Auditor's Consent
<PAGE>
EXHIBIT 24
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference to Registration Statement
No. 33-19180 of Analysts International Corporation on Form S-8 of our report
on the financial statements of the Analysts International Corporation Savings
and Investment Plan, dated August 25, 1995, appearing in this Annual Report on
Form 11K filed under cover of Form 10-K/A of Analysts International Corporation
for the year ended June 30, 1995.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
September 25, 1995
