<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K405/A
AMENDMENT NO. 1 TO FORM 10-K405
(X) Annual Report Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of
1934 For the Fiscal Year Ended June 30,
1999
OR
( ) Transition Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Commission file number 0-4090
ANALYSTS INTERNATIONAL CORPORATION
Minnesota 41-0905408
(State of Incorporation) (IRS Identification No.)
3601 West 76th Street, Minneapolis, Minnesota 55435
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: 612/835-5900
Securities registered pursuant to
Section 12 (b) of the Act: NONE
Securities registered pursuant to
Section 12 (g) of the Act: Common Stock, par value $.10 per share
Common Share Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports 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 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.
Yes X No
---- -----
The aggregate market value of the voting stock (Common Stock) held by
non-affiliates of the registrant as of August 31, 1999 was $274,648,000 based
upon the closing price as reported by Nasdaq.
As of August 31, 1999 there were 22,557,691 shares of the registrant's common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated by reference are (i) portions of the annual report to shareholders
for the year ended June 30, 1999 (Parts I and II) and (ii) proxy statement dated
September 13, 1999 (Part III).
<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, 1999 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
<TABLE>
<CAPTION>
Page
- -------------------------------------------------------------------------------------------------
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS - Years ended June 30, 1999 and 1998:
Statements of net assets available for plan benefits 2
Statements of changes in net assets available for
plan benefits 3
Supplemental information on 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, 1999 9
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended June 30, 1999 10
</TABLE>
<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, 1999 and 1998 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, 1999 and
1998 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, 1999 and 1998, the supplemental schedules of Assets
Held for Investment Purposes as of June 30, 1999 and Reportable Transactions for
the year ended June 30, 1999 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 /s/ Deloitte & Touche LLP
August 27, 1999
<PAGE>
2
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
June 30
-----------------------------------------
1999 1998
------------------- ------------------
<S> <C> <C>
ASSET - Investments, stated at market value $105,099,341 $104,719,255
------------------- ------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $105,099,341 $104,719,255
------------------- ------------------
------------------- ------------------
</TABLE>
See notes to financial statements.
<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
--------------------------------------------
1999 1998
-------------------- ---------------------
<S> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year $104,719,255 $77,595,562
ADDITIONS:
Investment income 5,487,972 5,374,231
Contributions by employer 1,439,225 1,347,078
Contributions by participants 15,077,320 15,631,004
Net (depreciation) appreciation in market value
of investments (11,901,938) 13,170,370
-------------------- ---------------------
10,102,579 35,522,683
DEDUCTIONS:
Distributions to employer 163,497 373,175
Distributions to participants 9,558,996 8,025,815
-------------------- ---------------------
NET ADDITIONS 380,086 27,123,693
-------------------- ---------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $105,099,341 $104,719,255
-------------------- ---------------------
-------------------- ---------------------
</TABLE>
See notes to financial statements.
<PAGE>
4
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
SUPPLEMENTAL INFORMATION ON CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS BY TYPE OF FUND
YEARS ENDED JUNE 30, 1999 AND 1998
<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, 1997 $ 3,757,454 $ 3,006,268 $ 4,491,205 $ 15,934,409 $ 17,108,711
ADDITIONS:
Investment Income 194,761 197,700 467,769 2,247,251 1,152,297
Contributions by employer
Contributions by participants 818,773 590,673 798,303 3,054,652 3,222,498
Loan payments 40,557 67,955 51,201 159,562 184,732
Net appreciation in
market value of investments 53,840 63,569 612,394 4,408,211
-----------------------------------------------------------------------------------
1,054,091 910,168 1,380,842 6,073,859 8,967,738
DEDUCTIONS:
Distributions to employer
Distributions to participants 342,939 268,572 503,696 1,725,716 1,570,764
Loan withdrawals 102,581 70,821 83,558 183,216 216,490
-----------------------------------------------------------------------------------
445,520 339,393 587,254 1,908,932 1,787,254
INTERFUND TRANSFERS (537,914) (278,514) (116,765) (211,671) (367,122)
-----------------------------------------------------------------------------------
NET ADDITIONS 70,657 292,261 676,823 3,953,256 6,813,362
-----------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1998 $ 3,828,111 $ 3,298,529 $ 5,168,028 $ 19,887,665 $ 23,922,073
ADDITIONS:
Investment Income 221,020 229,355 501,566 1,816,110 1,738,104
Contributions by employer
Contributions by participants 612,230 560,536 716,863 3,121,309 3,487,951
Loan payments 58,850 42,022 42,248 146,931 218,161
Net (depreciation) appreciation in
market value of investments (130,312) (872,619) 1,271,879 3,597,064
-----------------------------------------------------------------------------------
892,100 701,601 388,058 6,356,229 9,041,280
DEDUCTIONS:
Distributions to employer
Distributions to participants 614,769 372,254 472,702 2,145,928 2,156,805
Loan withdrawals 27,177 84,905 54,350 181,511 207,698
-----------------------------------------------------------------------------------
641,946 457,159 527,052 2,327,439 2,364,503
INTERFUND TRANSFERS 1,085,219 336,788 (332,841) (1,121,262) (125,092)
-----------------------------------------------------------------------------------
NET ADDITIONS (DEDUCTIONS) 1,335,373 581,230 (471,835) 2,907,528 6,551,685
-----------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1999 $ 5,163,484 $ 3,879,759 $ 4,696,193 $ 22,795,193 $ 30,473,758
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
<CAPTION>
OTC
GLOBAL EMERGING INTERNATIONAL LOAN AIC
GROWTH GROWTH GROWTH FUND STOCK
------ ------ ------ ---- -----
<S> <C> <C> <C> <C> <C>
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
ADDITIONS:
Investment Income 648,925 37 40,196 86,793 338,502
Contributions by employer 1,347,078
Contributions by participants 1,277,371 2,122,432 462,542 3,283,408
Loan payments 48,118 64,522 6,141 (836,162) 213,726
Net appreciation in
market value of investments 45,664 1,215,209 83,540 6,687,943
-----------------------------------------------------------------------------------
2,020,078 3,402,200 592,419 (749,369) 11,870,657
DEDUCTIONS:
Distributions to employer 373,175
Distributions to participants 448,728 637,135 162,625 79,570 2,286,070
Loan withdrawals 54,675 46,575 4,925 (1,051,233) 288,392
-----------------------------------------------------------------------------------
503,403 683,710 167,550 (971,663) 2,947,637
INTERFUND TRANSFERS (378,779) (227,792) 366,846 1,751,711
-----------------------------------------------------------------------------------
NET ADDITIONS 1,137,896 2,490,698 791,715 222,294 10,674,731
-----------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1998 $ 4,658,078 $ 6,826,042 $ 1,017,526 $ 1,262,516 $ 34,850,687
ADDITIONS:
Investment Income 147,411 207,840 32,092 87,117 507,357
Contributions by employer 1,439,225
Contributions by participants 1,097,431 1,968,225 630,016 2,882,759
Loan payments 47,654 78,642 13,232 (893,137) 245,397
Net (depreciation) appreciation in
market value of investments 596,287 621,854 123,388 (17,109,479)
-----------------------------------------------------------------------------------
1,888,783 2,876,561 798,728 (806,020) (12,034,741)
DEDUCTIONS:
Distributions to employer 163,497
Distributions to participants 735,760 1,112,635 286,188 163,453 1,498,502
Loan withdrawals 40,282 64,428 6,356 (788,370) 121,663
-----------------------------------------------------------------------------------
776,042 1,177,063 292,544 (624,917) 1,783,662
INTERFUND TRANSFERS (61,842) (334,659) (90,630) 644,319
-----------------------------------------------------------------------------------
NET ADDITIONS (DEDUCTIONS) 1,050,899 1,364,839 415,554 (181,103) (13,174,084)
-----------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of June 30, 1999 $ 5,708,977 $ 8,190,881 $ 1,433,080 $ 1,081,413 $ 21,676,603
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
</TABLE>
<PAGE>
5
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999 AND 1998
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Investments are stated at market value using 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.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of additions and deductions during the reporting period. Actual
results could differ from those estimates.
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. 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 $1,081,413 at June 30, 1999 and $1,262,516 at June 30, 1998.
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: 1999 1998
------------------- ------------------
<S> <C> <C>
Putnam Money Market Fund $5,163,484 $3,828,111
Putnam U.S. Government Income Trust 3,879,759 3,298,529
Putnam High Yield Trust 4,696,193 5,168,028
Putnam Fund for Growth and Income 22,795,193 19,887,665
Putnam Voyager Fund 30,473,758 23,922,073
Putnam Global Growth Fund 5,708,977 4,658,078
Putnam OTC Emerging Growth Fund 8,190,881 6,826,042
Putnam International Growth Fund 1,433,080 1,017,526
AiC Common Stock Fund 21,676,603 34,850,687
------------------- ------------------
104,017,928 103,456,739
Promissory notes from participants 1,081,413 1,262,516
------------------- ------------------
$105,099,341 $104,719,255
------------------- ------------------
------------------- ------------------
</TABLE>
F. BENEFITS PAYABLE:
As of June 30, 1999 and 1998, net assets available for plan benefits included
benefits of $1,325,156 and $1,014,081 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, 1999
<TABLE>
<CAPTION>
Number of Fair
Shares Cost Value
------------------ ----------------- ------------------
<S> <C> <C> <C>
MUTUAL FUNDS:
Putnam Money Market Fund * 5,163,484 $5,163,484 $5,163,484
Putnam U.S. Government Income Trust * 306,216 4,162,657 3,879,759
Putnam High Yield Trust * 436,855 5,598,962 4,696,193
Putnam Fund for Growth and Income * 1,016,735 16,026,354 22,795,193
Putnam Voyager Fund * 1,217,489 15,769,861 30,473,758
Putnam Global Growth Fund * 425,725 4,414,396 5,708,977
Putnam OTC Emerging Growth Fund * 406,495 5,985,286 8,190,881
Putnam International Growth Fund * 66,224 1,216,236 1,433,080
AiC COMMON STOCK FUND * 1,507,938 15,114,041 21,676,603
PROMISSORY NOTES FROM PARTICIPANTS 1,081,413 1,081,413
Interest rates ranging from 7.75% to 8.75% --------- ---------
with maturity dates through June, 2002
$74,532,690 $105,099,341
------------------ -----------------
------------------ -----------------
</TABLE>
* Known to be a party-in-interest.
<PAGE>
10
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
SCHEDULE II
ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1999
<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 $5,719,056 $5,719,056 $5,719,056
Trust Company* AiC Stock
Putnam Money Purchases 1,977,319 1,977,319 1,977,319
Market Fund*
Putnam U.S. Gov. Purchases 1,168,702 1,168,702 1,168,702
Income Trust*
Putnam High Purchases 1,260,677 1,260,677 1,260,677
Yield Trust*
Putnam Fund for Purchases 5,084,351 5,084,351 5,084,351
Growth & Income*
Putnam Voyager Purchases 5,444,216 5,444,216 5,444,216
Fund*
Putnam Global Growth Purchases 1,292,496 1,292,496 1,292,496
Fund*
Putnam OTC Emerging Purchases 2,254,707 2,254,707 2,254,707
Growth Fund*
Putnam International Purchases 675,340 675,340 675,340
Growth Fund*
Putnam Fiduciary Sales of AiC $1,783,661 2,695,807 1,783,661 ($912,146)
Trust Company* Stock
Putnam Money Sales 641,945 641,945 641,945 0
Market Fund*
Putnam U.S. Gov. Sales 457,160 460,736 457,160 (3,576)
Income Trust*
Putnam High Sales 859,893 1,003,209 859,893 (143,316)
Yield Trust*
Putnam Fund for Sales 3,448,701 3,562,037 3,448,701 (113,336)
Growth & Income*
Putnam Voyager Sales 2,489,595 2,557,452 2,489,595 (67,857)
Fund*
Putnam Global Growth Sales 837,884 839,029 837,884 (1,145)
Fund*
Putnam OTC Emerging Sales 1,511,723 1,788,887 1,511,723 (277,164)
Growth Fund*
Putnam International Sales 383,174 390,887 383,174 (7,713)
Growth Fund*
</TABLE>
*Known to be a party-in-interest.
<PAGE>
11
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: 10/26/99
ANALYSTS INTERNATIONAL CORPORATION
SAVINGS AND INVESTMENT PLAN
By /s/ Thomas R. Mahler
-----------------------
THOMAS R. MAHLER, member of the Plan
Committee
<PAGE>
12
EXHIBIT INDEX
<TABLE>
<CAPTION>
No. Exhibit
- --------------------------------------------------------------
<S> <C>
24. Independent Auditors' Consent
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in 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 27, 1999, 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, 1999.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
October 26, 1999
