<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, 1996 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, 1996 and 1995:
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, 1996 9
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended June 30, 1996 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, 1996 and 1995 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, 1996 and
1995 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, 1996 and 1995, the supplemental schedules of Assets
Held for Investment Purposes as of June 30, 1996 and Reportable Transactions for
the year ended June 30, 1996 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 23, 1996 /s/ Deloitte & Touche LLP
<PAGE>
2
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
-----------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
June 30
---------------------------
1996 1995
------------ ------------
ASSET - Investments, stated at market
value (Notes A, E and F) $55,968,103 $37,166,957
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $55,968,103 $37,166,957
------------ ------------
------------ ------------
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
-----------------------------------
Year Ended June 30
----------------------------
1996 1995
------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year $37,166,957 $25,928,954
ADDITIONS:
Investment income 2,554,008 1,615,588
Contributions by employer 611,046 580,731
Contributions by participants 8,993,993 6,756,752
Net appreciation in market value
of investments 10,133,862 5,442,754
------------ ------------
22,292,909 14,395,825
DEDUCTIONS:
Distributions to employer 116,725 -
Distributions to participants 3,375,038 3,157,822
------------ ------------
NET ADDITIONS 18,801,146 11,238,003
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $55,968,103 $37,166,957
------------ ------------
------------ ------------
See notes to financial statements.
<PAGE>
4
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
---------------------------
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY FUND
-----------------------------------
YEARS ENDED JUNE 30, 1996 AND 1995
----------------------------------
<TABLE>
<CAPTION>
OTC
Money U.S. Govt. High Yield Growth & Voyager Global Emerging
Market Trust Trust Income Fund Growth Growth
------ ----- ----- ------ ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1994 1,913,977 2,549,164 2,978,801 6,025,243 6,707,157 763,369 485,142
ADDITIONS:
Investment Income 102,808 187,437 322,438 410,449 325,651 33,446 55,221
Contributions by employer
Contributions by participants 388,495 502,699 637,742 1,455,651 1,892,638 630,520 486,763
Loan payments 25,666 47,267 51,204 97,349 141,260 54,608 50,220
Net appreciation (depreciation) in
market value of investments 85,635 (116,897) 914,565 1,789,322 31,072 219,095
---------------------------------------------------------------------------
516,969 823,038 894,487 2,878,014 4,148,871 749,646 811,299
DEDUCTIONS:
Distributions to participants 322,599 372,016 422,444 696,156 670,922 115,938 84,055
Loan withdrawals 38,000 40,547 74,591 130,577 258,759 26,003 6,750
---------------------------------------------------------------------------
360,599 412,563 497,035 826,733 929,681 141,941 90,805
INTERFUND TRANSFERS 296,779 (186,888) (105,613) (174,178) (25,571) (72,961) 302,989
---------------------------------------------------------------------------
NET ADDITIONS 453,149 223,587 291,839 1,877,103 3,193,619 534,744 1,023,483
---------------------------------------------------------------------------
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 1,508,625
ADDITIONS:
Investment Income 128,514 197,802 343,510 647,744 660,972 88,376 253,338
Contributions by employer
Contributions by participants 403,406 446,327 620,466 1,855,702 2,389,963 894,146 1,101,997
Loan payments 51,907 50,846 61,479 117,674 158,321 36,726 47,777
Net appreciation (depreciation) in
market value of investments (59,499) 40,213 1,498,609 2,823,551 221,931 773,961
---------------------------------------------------------------------------
583,827 635,476 1,065,668 4,119,729 6,032,807 1,241,179 2,177,073
DEDUCTIONS:
Distributions to employer
Distributions to participants 394,718 327,985 197,029 568,598 924,447 199,576 235,041
Loan withdrawals 65,442 77,663 80,539 184,770 232,959 49,205 62,797
---------------------------------------------------------------------------
460,160 405,648 277,568 753,368 1,157,406 248,781 297,838
INTERFUND TRANSFERS 527,055 (281,648) (369,230) 90,494 71,732 (54,431) 637,792
---------------------------------------------------------------------------
NET ADDITIONS 650,722 (51,820) 418,870 3,456,855 4,947,133 937,967 2,517,027
---------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1996 3,017,848 2,720,931 3,689,510 11,359,201 14,847,909 2,236,080 4,025,652
<CAPTION>
Loan AiC
Fund Pending Stock
---- ------- -----
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1994 594,216 3,911,885
ADDITIONS:
Investment Income 43,803 134,335
Contributions by employer 580,731
Contributions by participants 762,244
Loan payments (599,795) 103,221
Net appreciation (depreciation) in
market value of investments 2,519,962
----------------------------
(555,992) 4,100,493
DEDUCTIONS:
Distributions to participants 26,060 447,632
Loan withdrawals (677,408) 73,181
----------------------------
(651,348) 520,813
INTERFUND TRANSFERS 9,271 (43,828)
----------------------------
NET ADDITIONS 95,356 9,271 3,535,852
----------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1995 689,572 9,271 7,447,737
ADDITIONS:
Investment Income 60,902 172,850
Contributions by employer 611,046
Contributions by participants 1,281,986
Loan payments (572,408) 47,678
Net appreciation (depreciation) in
market value of investments 4,835,096
----------------------------
(511,506) 6,948,656
DEDUCTIONS:
Distributions to employer 116,725
Distributions to participants 40,943 486,701
Loan withdrawals (853,093) 99,718
----------------------------
(812,150) 703,144
INTERFUND TRANSFERS (9,271) (612,493)
----------------------------
NET ADDITIONS 300,644 (9,271) 5,633,019
----------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1996 990,216 0 13,080,756
</TABLE>
<PAGE>
5
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED JUNE 30, 1996 AND 1995
----------------------------------
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. 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, 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. 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 $990,216 at June 30, 1996 and $689,572 at June 30, 1995.
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:
- ----------------
Year Ended June 30
----------------------------
Investments at market value: 1996 1995
------------ -------------
Putnam Money Market Fund $3,017,848 $2,367,126
Putnam U.S. Government Income Trust 2,720,931 2,772,751
Putnam High Yield Trust 3,689,510 3,270,640
Putnam Fund for Growth and Income 11,359,201 7,902,346
Putnam Voyager Fund 14,847,909 9,900,776
Putnam Global Growth Fund 2,236,080 1,298,113
Putnam OTC Emerging Growth Fund 4,025,652 1,508,625
Pending Account - 9,271
AiC Common Stock Fund 13,080,756 7,447,737
------------- -------------
54,977,887 36,477,385
Promissory notes from participants 990,216 689,572
------------- -------------
$55,968,103 $37,166,957
------------- -------------
------------- -------------
F. BENEFITS PAYABLE:
- ---------------------
As of June 30, 1996 and 1995, net assets available for plan benefits included
benefits of $702,785 and $496,160 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, 1996
----------------------------------------------------------------
Number of Fair
Shares Cost Value
------------ ------------ ------------
MUTUAL FUNDS:
Putnam Money Market Fund 3,017,848 $3,017,848 $3,017,848
Putnam U.S. Government Income Trust 215,776 2,984,064 2,720,931
Putnam High Yield Trust 305,676 3,979,527 3,689,510
Putnam Fund for Growth and Income 650,584 8,759,400 11,359,201
Putnam Voyager Fund 870,845 9,061,772 14,847,909
Putnam Global Growth Fund 204,208 2,008,518 2,236,080
Putnam OTC Emerging Growth Fund 230,564 3,091,280 4,025,652
AiC COMMON STOCK FUND 311,447 4,992,844 13,080,756
PROMISSORY NOTES FROM PARTICIPANTS 990,216 990,216
Interest rates ranging from 6.75% to 9.00% ------------ ------------
with maturity dates through June, 1999
$38,885,469 $55,968,103
------------ ------------
------------ ------------
<PAGE>
10
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
----------------------------------
SCHEDULE II
-----------
ITEM 27d
--------
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1996
-----------------------------------
<TABLE>
<CAPTION>
Current Value
Identity of Description of Purchase Selling Cost of of Assets on Net Gain
Party Involved Transaction Price Price Asset Transaction Date (Loss)
- -------------- ----------- ----- ----- ----- ---------------- ------
<S> <C> <C> <C> <C> <C> <C>
Putnam Fiduciary Purchases Of $2,282,556 $2,282,556 $2,282,556
Trust Company AiC Stock
Putnam Money Purchases 1,110,882 1,110,882 1,110,882
Market Fund
Putnam U.S. Gov. Purchases 694,975 694,975 694,975
Income Trust
Putnam High Purchases 1,025,455 1,025,455 1,025,455
Yield Trust
Putnam Fund for Purchases 2,711,613 2,711,613 2,711,613
Growth & Income
Putnam Voyager Purchases 3,280,988 3,280,988 3,280,988
Fund
Putnam Global Growth Purchases 1,019,249 1,019,249 1,019,249
Fund
Putnam OTC Emerging Purchases 2,040,905 2,040,905 2,040,905
Growth Fund
Putnam Fiduciary Sales of AiC $1,484,633 1,132,544 1,484,633 $352,089
Trust Company Stock
Putnam Money Sales 460,160 460,160 460,160 0
Market Fund
Putnam U.S. Gov. Sales 687,296 688,460 687,296 (1,164)
Income Trust
Putnam High Sales 646,798 636,800 646,798 (9,998)
Yield Trust
Putnam Fund for Sales 753,367 676,105 753,367 77,262
Growth & Income
Putnam Voyager Sales 1,157,406 1,001,737 1,157,406 155,669
Fund
Putnam Global Growth Sales 303,214 280,182 303,214 23,032
Fund
Putnam OTC Emerging Sales 297,839 236,717 297,839 61,122
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 27, 1996
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 23, 1996, 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, 1996.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
September 27, 1996
