<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
FILED 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, 1997 is included as part of the registrant's 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, 1997 and 1996:
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, 1997 9
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended June 30, 1997 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, 1997 and 1996 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, 1997 and
1996 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, 1997 and 1996, the supplemental schedules of Assets
Held for Investment Purposes as of June 30, 1997 and Reportable Transactions for
the year ended June 30, 1997 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 22, 1997 /s/ Deloitte & Touche LLP
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2
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
----------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
June 30
---------------------------
1997 1996
------------ ------------
ASSET - Investments, stated at market
value (Notes A, E and F) $77,595,562 $55,968,103
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $77,595,562 $55,968,103
------------ ------------
------------ ------------
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
--------------------------
1997 1996
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, $55,968,103 $37,166,957
beginning of year
ADDITIONS:
Investment income 3,524,115 2,554,008
Contributions by employer 791,766 611,046
Contributions by participants 11,513,871 8,993,993
Net appreciation in market value
of investments 12,215,585 10,133,862
----------- -----------
28,045,337 22,292,909
DEDUCTIONS:
Distributions to employer 267,012 116,725
Distributions to participants 6,150,866 3,375,038
----------- -----------
NET ADDITIONS 21,627,459 18,801,146
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $77,595,562 $55,968,103
----------- -----------
----------- -----------
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, 1997 AND 1996
<TABLE>
<CAPTION>
Money U.S. Govt. High Yield Growth & Voyager
Market Trust Trust Income Fund
<S> <C> <C> <C> <C> <C>
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
ADDITIONS:
Investment Income 128,514 197,802 343,510 647,744 660,972
Contributions by employer
Contributions by participants 403,406 446,327 620,466 1,855,702 2,389,963
Loan payments 51,907 50,846 61,479 117,674 158,321
Net appreciation (depreciation) in
market value of investments (59,499) 40,213 1,498,609 2,823,551
---------- ---------- ---------- ----------- -----------
583,827 635,476 1,065,668 4,119,729 6,032,807
DEDUCTIONS:
Distributions to employer
Distributions to participants 394,718 327,985 197,029 568,598 924,447
Loan withdrawals 65,442 77,663 80,539 184,770 232,959
---------- ---------- ---------- ----------- -----------
460,160 405,648 277,568 753,368 1,157,406
INTERFUND TRANSFERS 527,055 (281,648) (369,230) 90,494 71,732
---------- ---------- ---------- ----------- -----------
NET ADDITIONS 650,722 (51,820) 418,870 3,456,855 4,947,133
---------- ---------- ---------- ----------- -----------
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
ADDITIONS:
Investment Income 149,528 174,905 356,608 1,111,320 955,507
Contributions by employer
Contributions by participants 493,291 451,814 662,595 2,211,111 2,695,504
Loan payments 72,692 73,450 52,410 140,437 240,232
Net appreciation (depreciation) in
market value of investments 56,707 196,297 2,284,765 912,485
---------- ---------- ---------- ----------- -----------
715,511 756,876 1,267,910 5,747,633 4,803,728
DEDUCTIONS:
Distributions to employer
Distributions to participants 606,686 162,397 264,239 1,085,498 1,756,150
Loan withdrawals 77,343 109,396 63,021 177,973 177,563
---------- ---------- ---------- ----------- -----------
684,029 271,793 327,260 1,263,471 1,933,713
INTERFUND TRANSFERS 708,124 (199,746) (138,955) 91,046 (609,213)
---------- ---------- ---------- ----------- -----------
NET ADDITIONS 739,606 285,337 801,695 4,575,208 2,260,802
---------- ---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1997 $3,757,454 $3,006,268 $4,491,205 $15,934,409 $17,108,711
---------- ---------- ---------- ----------- -----------
OTC
Global Emerging International Loan AiC
Growth Growth Growth Fund Stock
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1995 $1,298,113 $1,508,625 $698,843 $7,447,737
ADDITIONS:
Investment Income 88,376 253,338 60,902 172,850
Contributions by employer 611,046
Contributions by participants 894,146 1,101,997 1,281,986
Loan payments 36,726 47,777 (572,408) 47,678
Net appreciation (depreciation) in
market value of investments 221,931 773,961 4,835,096
---------- ---------- ----------- -----------
1,241,179 2,177,073 (511,506) 6,948,656
DEDUCTIONS:
Distributions to employer 116,725
Distributions to participants 199,576 235,041 40,943 486,701
Loan withdrawals 49,205 62,797 (853,093) 99,718
---------- ---------- ----------- -----------
248,781 297,838 (812,150) 703,144
INTERFUND TRANSFERS (54,431) 637,792 (9,271) (612,493)
---------- ---------- ----------- -----------
NET ADDITIONS 937,967 2,517,027 291,373 5,633,019
---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1996 $2,236,080 $4,025,652 $0 $990,216 $13,080,756
ADDITIONS:
Investment Income 191,783 272,304 77,532 234,628
Contributions by employer 791,766
Contributions by participants 1,129,932 1,709,021 14,225 1,986 2,144,392
Loan payments 51,690 72,311 165 (829,230) 125,843
Net appreciation (depreciation) in
market value of investments 425,069 (565,840) 9,916 8,896,186
---------- ---------- ---------- ----------- -----------
1,798,474 1,487,796 24,306 (749,712) 12,192,815
DEDUCTIONS:
Distributions to employer 267,012
Distributions to participants 376,835 570,357 2,469 45,992 1,280,243
Loan withdrawals 52,370 86,883 (845,710) 101,161
---------- ---------- ---------- ----------- -----------
429,205 657,240 2,469 (799,718) 1,648,416
INTERFUND TRANSFERS (85,167) (520,864) 203,974 550,801
---------- ---------- ---------- ----------- -----------
NET ADDITIONS 1,284,102 309,692 225,811 50,006 11,095,200
---------- ---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1997 $3,520,182 $4,335,344 $225,811 $1,040,222 $24,175,956
</TABLE>
<PAGE>
5
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED JUNE 30, 1997 AND 1996
----------------------------------
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 eight 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 eight investment funds offered by the Putnam Companies and/or the
AiC Common Stock Fund. The eight 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, the Putnam OTC Emerging Growth Fund and the Putnam International
Growth Fund. Effective May 1, 1997 the Plan was amended adding the Putnam
International 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 $1,040,222 at June 30, 1997 and $990,216 at June 30, 1996.
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: 1997 1996
------------ -----------
Putnam Money Market Fund $ 3,757,454 $ 3,017,848
Putnam U.S. Government Income Trust 3,006,268 2,720,931
Putnam High Yield Trust 4,491,205 3,689,510
Putnam Fund for Growth and Income 15,934,409 11,359,201
Putnam Voyager Fund 17,108,711 14,847,909
Putnam Global Growth Fund 3,520,182 2,236,080
Putnam OTC Emerging Growth Fund 4,335,344 4,025,652
Putnam International Growth Fund 225,811 -
AiC Common Stock Fund 24,175,956 13,080,756
------------ ------------
76,555,340 54,977,887
Promissory notes from participants 1,040,222 990,216
------------ ------------
$ 77,595,562 $ 55,968,103
------------ ------------
------------ ------------
F. BENEFITS PAYABLE:
As of June 30, 1997 and 1996, net assets available for plan benefits included
benefits of $781,410 and $702,785 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, 1997
----------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Fair
Shares Cost Value
----------- ----------- -----------
<S> <C> <C> <C>
MUTUAL FUNDS:
Putnam Money Market Fund * 3,757,454 $3,757,454 $3,757,454
Putnam U.S. Government Income Trust * 233,587 3,212,694 3,006,268
Putnam High Yield Trust * 354,196 4,584,925 4,491,205
Putnam Fund for Growth and Income * 772,765 11,049,843 15,934,409
Putnam Voyager Fund * 953,132 10,410,089 17,108,711
Putnam Global Growth Fund * 281,840 2,867,551 3,520,182
Putnam OTC Emerging Growth Fund * 289,216 3,966,812 4,335,344
Putnam International Growth Fund * 12,852 215,895 225,811
AiC COMMON STOCK FUND 721,670 7,191,858 24,175,956
PROMISSORY NOTES FROM PARTICIPANTS 1,040,222 1,040,222
Interest rates ranging from 6.75% to 9.00% ----------- ------------
with maturity dates through June, 2000
$48,297,343 $77,595,562
----------- -----------
----------- -----------
* Known to be a party in interest.
</TABLE>
<PAGE>
10
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
----------------------------------
SCHEDULE II
-----------
ITEM 27d
--------
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1997
-----------------------------------
<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 $3,847,431 $3,847,431 $3,847,431
Trust Company AiC Stock
Putnam Money Purchases 1,423,635 1,423,635 1,423,635
Market Fund
Putnam U.S. Gov. Purchases 700,169 700,169 700,169
Income Trust
Putnam High Purchases 1,071,614 1,071,614 1,071,614
Yield Trust
Putnam Fund for Purchases 3,553,914 3,553,914 3,553,914
Growth & Income
Putnam Voyager Purchases 3,891,243 3,891,243 3,891,243
Fund
Putnam Global Growth Purchases 1,373,405 1,373,405 1,373,405
Fund
Putnam OTC Emerging Purchases 2,053,636 2,053,636 2,053,636
Growth Fund
Putnam International Purchases 218,363 218,363 218,363
Growth Fund
Putnam Fiduciary Sales of AiC $1,648,416 1,459,559 1,648,416 $188,857
Trust Company Stock
Putnam Money Sales 684,029 684,029 684,029 0
Market Fund
Putnam U.S. Gov. Sales 471,539 469,267 471,539 2,272
Income Trust
Putnam High Sales 466,216 458,327 466,216 7,889
Yield Trust
Putnam Fund for Sales 1,263,471 1,189,607 1,263,471 73,864
Growth & Income
Putnam Voyager Sales 2,542,926 2,602,040 2,542,926 (59,114)
Fund
Putnam Global Growth Sales 514,371 499,672 514,371 14,699
Putnam OTC Emerging Sales 1,178,105 1,436,456 1,178,105 (258,351)
Growth Fund
Putnam International Sales 2,469 2,220 2,469 249
Growth Fund
NOTE: There were no lease rentals or expenses incurred with transactions.
</TABLE>
<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, 1997
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 22, 1997, 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, 1997.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
September 25, 1997
