<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
ANALYSTS INTERNATIONAL CORPORATION
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
LOOK AHEAD
2000 ANNUAL MEETING
OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
ANALYSTS
INTERNATIONAL
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
------- --------
<S> <C>
Notice of Annual Meeting.................................... 1
Proposal Number One: Election of Directors.................. 2
Nominees................................................ 2
Board Committees and Compensation....................... 4
Ownership of Company Common Shares by Management........ 5
Proposal Number Two: Appointment of Auditors................ 6
Executive Compensation...................................... 7
Compensation Committee Report........................... 7
Summary Compensation Table.............................. 9
Options................................................. 10
Other Arrangements...................................... 10
Stock Performance Graph................................. 12
Other Information........................................... 13
Other Business.......................................... 13
Voting at the Meeting................................... 13
Principal Shareholders.................................. 14
Solicitation of Proxies................................. 15
2001 Shareholder Proposals.............................. 15
</TABLE>
Our 2000 Annual Report is enclosed.
Your vote is important. You can vote in person at the meeting. If you are unable
to attend, you can vote by Internet, telephone or proxy card. See "Voting at the
Meeting" on page 13 for details.
<PAGE>
[LOGO]
------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Time........................... 3:00 p.m. on Wednesday, November 1, 2000
Place.......................... Edina Country Club
5100 Wooddale Avenue
Edina, Minnesota 55424
Items of Business.............. 1. To elect seven members to the Board of Directors.
2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors to examine the Company's accounts
for the year ending June 30, 2001.
3. To transact such other business as may properly come
before the Annual Meeting or any adjournment or
postponement.
Record Date.................... You can vote if you were a shareholder of record on
September 5, 2000.
</TABLE>
Thomas R. Mahler
Secretary
September 20, 2000
(approximate date of mailing)
1
<PAGE>
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS FOR A TERM OF ONE YEAR
NOMINEES
The Board proposes the election of the following persons as directors of the
Company for a term of one year. Following is information about each nominee,
including biographical data for at least the last five years. Should one or more
of these nominees become unavailable to accept nomination or election as a
director, the individuals named as proxies on the enclosed proxy card will vote
the shares that they represent for the election of such other persons as the
Board may recommend.
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
VICTOR C. BENDA, 69,
[PHOTO] is retired President and Chief Operating Officer of the
Company. He has been a director since 1970.
</TABLE>
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
WILLIS K. DRAKE, 77,
[PHOTO] is retired Chairman of the Board of Data Card Corporation, a
manufacturer of embossing and encoding equipment. He is a
member of the Audit and Compensation Committees. Mr. Drake
is also a director of Unimax Systems Corporation and Riede
Systems. He became an Analysts International director in
1982.
</TABLE>
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
FREDERICK W. LANG, 75,
[PHOTO] is the Company's Chairman and Chief Executive Officer. He
has been a director since 1966.
</TABLE>
2
<PAGE>
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
MICHAEL J. LAVELLE, 60,
[PHOTO] is the Company's President and Chief Operating Officer. He
has been employed by the company since 1989. He has served
as the Company's Southern Region Vice President and Senior
Vice President of Operations prior to being named President
and Chief Operating Officer in 1999. Mr. LaVelle was
appointed a director in June 2000 when the Board increased
the number of directorships from six to seven. He is also a
director of CDXC Corporation and Chairman of the Board of
Analysts International's subsidiary, Sequoia NET.com, Inc.
</TABLE>
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
MARGARET A. LOFTUS, 56,
[PHOTO] is a Principal in Loftus Brown-Wescott, Inc., business
consultants, and also served as Vice President-Software for
Cray Research, Inc. She is a director of Datalink
Corporation and is Board Chair of Unimax Systems Corpora-
tion. Ms. Loftus has been an Analysts International director
since 1993. She is a member of the Audit Committee.
</TABLE>
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
EDWARD M. MAHONEY, 70,
[PHOTO] is retired Chairman and Chief Executive Officer of Fortis
Advisers, Inc., an investment advisor, and Fortis Investors,
Inc., a broker-dealer. He is also a former director of the
eleven Fortis mutual fund companies. Mr. Mahoney has been an
Analysts International director since 1980. He is Chairman
of the Compensation Committee and the Audit Committee.
</TABLE>
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
ROBB L. PRINCE, 59,
[PHOTO] is a financial consultant and former Vice President and
Treasurer of Jostens Inc., a school products and recognition
company. He is also a director of the eleven mutual fund
companies managed by Fortis Advisers, Inc. Mr. Prince became
an Analysts International director in 1994. He is a member
of the Compensation Committee.
</TABLE>
--------------------------------------------------------------------------------
3
<PAGE>
BOARD COMMITTEES AND COMPENSATION
The two standing committees of the Board of Directors are the Audit Committee
and the Compensation Committee.
The Audit Committee, which is made up entirely of non-employee Directors, held
two meetings during the fiscal year and consulted with one another on Committee
matters between meetings. The Committee's purpose is to oversee the Company's
accounting and financial reporting policies and practices and to assist the
Board of Directors in fulfilling its fiduciary and corporate accountability
responsibilities. Its responsibilities include selecting the Company's
independent certified public accountants, reviewing and approving the scope of
the annual audit as proposed by the independent certified public accountants,
reviewing the results of the annual audit, and considering recommendations of
the independent certified public accountants regarding the Company's system of
internal accounting controls and financial reporting. The Company's independent
certified public accountants always have direct access to Audit Committee
members.
The Compensation Committee, which also is made up entirely of non-employee
directors, held one meeting during the fiscal year, took action on stock option
grants at regular board meetings, and consulted with one another on Committee
matters during the year. The Committee's purpose is to monitor management
compensation for consistency with corporate objectives and shareholders'
interests. It approves the annual salaries and incentive plans for executive
officers, monitors and administers retirement plans for executive officers,
grants options under the Company's employee stock option plans, and oversees and
monitors compensation plans for other key management positions.
The Board of Directors does not have a nominating committee.
During the fiscal year, there were six regular meetings of the Board of
Directors; combined attendance of incumbent directors at meetings of the Board
of Directors and of standing committees exceeded 96%.
Directors who are not officers or employees of the Company each received a
quarterly fee of $4,000, fees of $800 for each Board of Directors meeting
attended and $600 for each committee meeting attended, and an option grant for
6,000 shares of common stock of the Company at an exercise price of $12.063 per
share on January 3, 2000, pursuant to the 1996 Stock Option Plan for
Non-Employee Directors. Under the Stock Option Plan, each outside director
receives an annual grant of options to purchase 6,000 shares of Analysts
International common stock. The exercise price of the options is the fair market
value of Analysts International common stock on the date of grant, and each
option has a term of ten years and becomes exercisable in four equal
installments commencing on the first anniversary of the date of grant and
continuing for the three successive anniversaries thereafter. In the event of
the retirement (as defined in the Plan) or death of an outside director, all
options granted to such director shall become immediately exercisable.
4
<PAGE>
OWNERSHIP OF COMPANY COMMON SHARES BY MANAGEMENT
The following table shows shares of Analysts International common stock
beneficially owned by the Company's directors and executive officers as of
September 5, 2000:
<TABLE>
<CAPTION>
ACQUIRABLE
COMMON SHARES WITHIN 60 TOTAL
NAME OWNED(1) DAYS(2) OWNERSHIP
<S> <C> <C> <C> <C> <C>
Victor C. Benda(3) 1,132,618 20,882 1,153,500
Marti Charpentier 30,210 21,820 52,030
Willis K. Drake 46,599 9,000 55,599
Frederick W. Lang 468,364 101,835 570,199
Michael J. LaVelle 15,750 37,758 53,508
Margaret A. Loftus 5,550 9,000 14,550
Thomas R. Mahler 89,252 29,923 119,175
Edward M. Mahoney 18,051 9,000 27,051
Robb Prince 5,475 9,000 14,475
Sarah P. Spiess 88,827 78,000 166,829
---------
All Directors and Executive Officers 2,226,914(4)
</TABLE>
(1) Except as otherwise indicated, each person possesses sole voting and
investment power over the shares shown above.
(2) Shares that can be purchased under an Analysts International stock option
plan.
(3) Mr. Benda has shared voting power and shared investment power over 313,425
shares indicated in the amount shown as beneficially owned by him.
(4) Total ownership by management is 9.7% of the outstanding shares. Mr. Benda
owns 5.0% of the total outstanding shares, and Mr. Lang owns 2.5% of the
total shares. No other executive officer or director owns more than 1% of
the total outstanding shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE NOMINEES.
5
<PAGE>
PROPOSAL NUMBER TWO
APPOINTMENT OF AUDITORS
Unless otherwise directed by the shareholders, shares represented by proxy at
the Annual Meeting will be voted in favor of ratification of the appointment of
the firm of Deloitte & Touche LLP to examine the accounts of the Company for the
year ending June 30, 2001. Management believes that neither Deloitte &
Touche LLP nor any of its partners presently has or has held within the past
three years any direct or indirect interest in the Company. A representative of
Deloitte & Touche LLP is expected to be present at the Annual Meeting and will
be given an opportunity to make a statement if so desired and to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL
TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE LLP.
6
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.
The Compensation Committee of the Board of Directors administers the Company's
executive compensation program. The Compensation Committee, consisting of three
non-employee directors, meets formally and consults informally during the year.
A more complete description of the functions of the Compensation Committee is
set forth above under the caption "Board Committees and Compensation."
COMPENSATION PHILOSOPHY AND OBJECTIVES. The Company's executive
compensation philosophy is to pay for performance. The objectives of the
Company's executive compensation program are to:
/ / Provide compensation that enables the Company to attract and retain key
executives.
/ / Reward the achievement of desired Company performance goals.
/ / Align the interest of the Company's executives to shareholder return
through long-term opportunities for stock ownership.
The executive compensation program provides an overall level of compensation
opportunity that the Compensation Committee believes, in its judgment and
experience, is competitive with other companies of comparable size and
complexity. Actual compensation levels may be greater or less than compensation
levels at other companies based upon annual and long-term Company performance as
well as individual performance. The Compensation Committee uses its discretion
to establish executive compensation at levels in its judgment are warranted by
external or internal factors as well as an executive's individual circumstances.
In arriving at what it considers appropriate levels and components of
compensation, the Compensation Committee from time to time utilizes industry
compensation data provided by Watson Wyatt Worldwide, a nationally recognized
compensation consulting firm.
EXECUTIVE COMPENSATION PROGRAM COMPONENTS. The Company's executive
compensation program consists of base salary, annual cash bonus incentives and
long-term incentives in the form of stock options. The particular elements of
the compensation program are discussed more fully below.
BASE SALARY. Base pay levels of executives are determined by the potential
impact of the individual on the Company and its performance, the skills and
experience required by the position, salaries paid by other companies for
comparable positions and personal and corporate development goals and the
overall performance of the Company. Base salaries for executives are maintained
at levels that the Compensation Committee believes, based on its own judgment
and experience, are competitive with other companies of comparable size and
complexity.
ANNUAL CASH BONUS INCENTIVES. The Compensation Committee emphasizes annual
cash bonus incentives as a means of rewarding executives for significant Company
and individual performance. Prior to the beginning of each fiscal year, the
Compensation Committee establishes objective performance criteria for incentive
compensation for each executive officer,
7
<PAGE>
taking into account business conditions and profit projections for the coming
year. Incentive compensation for each executive officer is based on attainment
of the performance criteria so established. Performance criteria for each of the
past three fiscal years for Mr. Lang, CEO of the Company, Mr. LaVelle,
Ms. Spiess, Mr. Mahler, and Mr. Charpentier have been based on the Company's
attainment of specified pre-tax profit objectives.
The Compensation Committee believes that this incentive arrangement creates a
direct relationship between the most important measure of Company
performance--profit--and executive compensation.
LONG-TERM INCENTIVES. Long-term incentives are provided in the form of
stock options. The Committee and the Board of Directors believe the management's
ownership of a significant equity interest in the Company is a major incentive
in building shareholder wealth and aligning the long-term interests of
management and shareholders. Stock options, therefore, are granted at the market
value of the common shares on date of grant and typically vest in installments
of 25% per year beginning one year after grant. The value received by the
executive from an option granted depends completely on increases in the market
price of the Company's common shares over the option exercises price.
Consequently, the value of the compensation is aligned directly with increases
in shareholder value. Grants of stock options are made by the Compensation
Committee based upon the executive's contribution toward Company performance and
expected contribution toward meeting the Company's long-term strategic goals.
TAX DEDUCTIBILITY CONSIDERATIONS. Deductibility of compensation paid to the
Company's executive officers is limited to $1 million per executive, except for
certain "performance-based" compensation as defined in Section 162(m) of the
Internal Revenue Code of 1986, as amended. The Committee has been advised that
compensation attributable to stock options granted under plans approved by
shareholders will qualify as performance-based compensation. For 2001,
compensation in the form of salary and cash bonus incentives will not exceed the
limit and therefore will be fully deductible, and the Committee does not
anticipate that compensation in these forms for any individual executive officer
will exceed the deductibility limit in the foreseeable future. The Committee
will take appropriate action to preserve the deductibility of executive
compensation at such future time as it deems necessary.
E.M. Mahoney, Chair
W.K. Drake
R.L. Prince
MEMBERS OF THE COMPENSATION COMMITTEE
8
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation for each of
the last three fiscal years awarded to or earned by the Chief Executive Officer
and the four other executive officers of the Company.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
LONG-TERM
COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(#) COMPENSATION(2)
<S> <C> <C> <C> <C> <C>
F.W. Lang 2000 $376,000 $ -0- 43,869 $6,542
Chairman & Chief 1999 $362,000 $189,777 -0- $6,542
Executive Officer 1998 $348,000 $348,000 -0- $6,542
M.J. LaVelle 2000 $260,000 $ -0- 65,000 $1,980
President & Chief 1999 $173,000 $127,000 23,000 $ -0-
Operating Officer 1998 $166,000 $156,000 1,673 $ -0-
S.P. Spiess 2000 $259,000 $ -0- 21,000 $2,250
Executive Vice President 1999 $248,800 $100,241 20,000 $2,250
1998 $239,200 $239,200 -0- $2,250
T.R. Mahler 2000 $196,000 $ -0- 15,000 $1,440
Secretary and General Counsel 1999 $188,800 $ 49,467 15,000 $1,440
1998 $181,500 $108,900 4,120 $1,440
M.R. Charpentier 2000 $152,000 $ -0- 20,000 $ 779
Vice President--Finance 1999 $120,000 $ 70,000 9,500 $ 779
1998 $103,000 $ 35,000 10,714 $ 779
</TABLE>
----------------
(1) Represents amounts paid with respect to the fiscal years shown under the
incentive compensation plans described herein.
(2) Represents life insurance premiums paid for each executive.
9
<PAGE>
OPTIONS
The following tables show certain information regarding stock options granted
during fiscal 2000 to the Company's executive officers, the number of options
exercised by them during the fiscal year and the number and value of options
unexercised at fiscal year end.
AGGREGATED OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE(2)
% OF TOTAL
OPTIONS
NUMBER OF GRANTED
OPTIONS IN FISCAL EXERCISE EXPIRATION
NAME GRANTED(1) YEAR PRICE DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
F.W. Lang 43,869 6.75% $10.57 6/21/10 $291,498 $ 738,749
M.J. LaVelle 65,000 10.01% $12.32 6/21/10 $503,692 $1,276,475
S.P. Spiess 21,000 3.23% $ 9.15 6/21/10 $120,855 $ 306,286
T.R. Mahler 15,000 2.31% $ 9.45 6/21/10 $ 89,020 $ 225,606
M.R. Charpentier 20,000 3.08% $10.12 6/21/10 $127,341 $ 322,722
</TABLE>
-------------
(1) All options were granted at an exercise price equal to the fair market
value on the date of grant. The grants provide that the options are not
exercisable during the first year after the grant, and thereafter become
exercisable at the rate of 25% per year for each of the next four years.
(2) The dollar amounts under these columns are the result of calculations at 5%
and 10% rates required by rules of the Securities and Exchange Commission
and are not intended to forecast possible future appreciation, if any, of
the stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
UNEXERCISED SHARES IN-THE-MONEY SHARES
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
F.W. Lang 30,000 $169,282 101,835 50,837 $-0- $ -0-
M.J. LaVelle 3,000 $ 6,862 26,839 87,585 $-0- $ -0-
S.P. Spiess 8,250 $ 10,579 75,500 58,500 $-0- $5,250
T.R. Mahler -0- $ -0- 27,792 30,814 $-0- $ -0-
M.R. Charpentier -0- $ -0- 18,035 33,414 $-0- $ -0-
------ -------- ------- ------- ---- ------
GRAND TOTAL: 42,250 $186,723 250,001 261,150 $-0- $5,250
</TABLE>
OTHER ARRANGEMENTS
EMPLOYMENT CONTRACTS. Agreements with the Company's executive officers
provide that, following a change in control, the Company will (i) continue their
employment for 36 months without reduction in compensation or benefits and
10
<PAGE>
(ii) provide them with a severance payment should the Company terminate their
employment during the 36 months. The amount of the severance payment would be
2.99 times annualized compensation. Other agreements provide that they are
entitled to receive incentive compensation under their incentive compensation
plans described above for the balance of the fiscal year in the event of a
change in control.
SENIOR EXECUTIVE RETIREMENT PLANS. Three of the Company's executive officers
are eligible for retirement benefits under an executive retirement plan, which
provides for an annual payment at normal retirement age equal to 60% of average
cash compensation for Mr. Lang (subject to a cap of $300,000 per year), 45% for
Ms. Spiess and 30% for Mr. Mahler for the highest five years of the last ten
years of employment. Mr. LaVelle is eligible for retirement benefits under an
executive retirement plan which provides for an annual payment at normal
retirement age equal to 45% of average monthly compensation times years of
service divided by 20. Mr. Charpentier is eligible for retirement benefits under
a retirement plan, which provides for an annual payment of $40,000. The benefit
for each plan is payable for fifteen years in the case of retirement after age
65. Estimated annual benefits payable to Mr. Lang, Mr. LaVelle, Ms. Spiess and
Mr. Mahler under these plans following retirement at age 65 (age 72 for
Mr. Lang) are $300,000, $79,000, $163,208, and $74,026, respectively. A trust
agreement has been entered into with Norwest Bank Minnesota, N.A., as trustee,
under which the trustee is to hold the assets required to fund the plans for
Mr. Lang, Mr. LaVelle, Ms. Spiess and Mr. Mahler and make the required
distributions.
11
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the Company's five-year cumulative total return to
the NASDAQ Index and a peer group index selected by the Company over a five-year
period beginning July 1, 1995 and ending June 30, 2000. The total shareholder
return assumes $100 invested at the beginning of the period in Analysts
International Common Stock and in each of the foregoing indices. It also assumes
reinvestment of all dividends. Past financial performance should not be
considered to be a reliable indicator of future performance, and investors
should not use historical trends to anticipate results or trends in future
periods.
COMPARISON OF CUMULATIVE TOTAL RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ANALYSTS INTERNATIONAL CO S&P 500 PEER GROUP
<S> <C> <C> <C>
1995 $100.00 $100.00 $100.00
1996 $164.59 $126.00 $190.45
1997 $266.35 $169.72 $317.08
1998 $341.90 $220.91 $521.12
1999 $177.44 $271.18 $227.15
2000 $118.74 $290.84 $182.12
</TABLE>
ASSUMES INITIAL INVESTMENT OF $100
* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
NOTE: TOTAL RETURNS BASED ON MARKET CAPITALIZATION
The peer group index reflects the stock performance of the following publicly
traded companies in the Company's industry: American Management Systems,
Computer Data Systems, Inc., Computer Horizons, Computer Sciences, Computer Task
Group, and Keane Inc.
12
<PAGE>
OTHER INFORMATION
OTHER BUSINESS
The two proposals that have been properly submitted for action by shareholders
at the Annual Meeting are as listed in the Notice of Annual Meeting of
Shareholders. Management is not aware of any other items of business which will
be presented for shareholder action at the Annual Meeting. Should any other
matters properly come before the meeting for action by shareholders, the shares
represented by proxies will be voted in accordance with the judgment of the
persons voting the proxies.
VOTING AT THE MEETING
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of proxies in the accompanying form. Shares will be voted in
the manner directed by the shareholders through their proxies, Internet voting
or telephone voting. As of the record date, there were 22,606,826 shares of
common stock outstanding and entitled to be voted. Each share is entitled to one
vote. Cumulative voting is not permitted.
Proxy cards that are signed by shareholders but lack any such specification will
be voted in favor of the proposals as set forth herein. A shareholder giving a
proxy may revoke it at any time before it is exercised by (a) delivering to the
Secretary of the Company, at or prior to the meeting, a later dated duly
executed proxy relating to the same shares, or (b) delivering to the Secretary
of the Company, at or prior to the meeting, a written notice of revocation
bearing a later date than the proxy. Any written notice or proxy revoking a
proxy should be sent to Analysts International Corporation, 3601 West 76(th)
Street, Minneapolis, Minnesota 55435, Attention: Thomas R. Mahler, Secretary.
Alternatively, in lieu of returning signed proxy cards, shareholders of record
can vote their shares over the Internet or by calling a specially designated
telephone number. These Internet and telephone voting procedures are designed to
authenticate shareholders' identities, to allow shareholders to provide their
voting instructions, and to confirm that their instructions have been recorded
properly. Specific instructions for shareholders of record who wish to use the
Internet or telephone voting procedures are set forth on the enclosed proxy
card. The proxy card covers the number of shares to be voted, including any
shares held for those who own shares of Company Common Stock through the
Analysts International Savings and Investment Plan.
The enclosed proxy card also serves as a voting instruction to the Trustee of
the Savings and Investment Plan for Company shares held in the Plan as of the
record date, provided that instructions are furnished over the Internet or by
telephone by October 31, 2000, or that the card is signed, returned, and
received by October 25, 2000. If instructions are not received over the Internet
or by telephone by October 31, 2000, or if the signed proxy card is not returned
and received by October 25, 2000, the shares in the Plan will be voted by the
Trustee in proportion to the shares for which the Trustee timely receives voting
instructions.
Directors will be elected by a favorable vote of a plurality of the common
shares cast with respect to the election of directions. The affirmative vote of
a majority of the common shares represented
13
<PAGE>
in person or by proxy at the meeting is required for the ratification of the
appointment of auditors.
All shares voted by proxy, including abstentions, will be counted in determining
whether a quorum is present at the meeting. Abstentions and broker non-votes
will not affect the two proposals to be acted upon at the meeting.
PRINCIPAL SHAREHOLDERS
The table below sets forth certain information as to each person or entity known
to the Company to be the beneficial owner of more than 5% of the Company's
common stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS
<S> <C> <C> <C> <C>
T. Rowe Price Associates, Inc. 1,781,400(1) 7.9%
100 East Pratt Street
Baltimore, MD 21202
Richard Born 1,313,400(2) 5.8%
1535 Bohns Point Road
Orono, MN 55391
Neuberger Berman, LLC 1,279,609(3) 5.7%
605 Third Avenue
New York, NY 10158
V.C. Benda 1,153,500(4) 5.0%
3601 W. 76(th) Street
Minneapolis, MN 55435
</TABLE>
(1) As reported in its Schedule 13G dated February 12, 2000, T. Rowe Price
Associates, Inc. has sole voting power over 402,600 shares and has sole
dispositive power over 1,781,400 shares. These securities are owned by
various individual and institutional investors which T. Rowe Price
Associates, Inc. (Price Associates) serves as investment adviser with power
to direct investments and/or sole power to vote the securities. For purposes
of the reporting requirements of the Securities Exchange Act of 1934, Price
Associates is deemed to be a beneficial owner of such securities; however,
Price Associates expressly disclaims that it is, in fact, the beneficial
owner of such securities.
(2) As reported in his Schedule 13G dated June 6, 2000, Mr. Born has sole
voting power over 1,313,400 shares.
(3) As reported in its Schedule 13G dated January 28, 2000, Neuberger Berman,
LLC has sole voting power over 480,909 shares, shared voting power over
798,700 shares and shared dispositive power over 1,279,609 shares. These
securities are owned by various individual and institutional investors which
Neuberger Berman, LLC serves as investment adviser with power to direct
investments and/or sole power to vote the securities. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, Neuberger
Berman, LLC is deemed to be a beneficial owner of such securities; however,
Neuberger Berman, LLC expressly disclaims that it is, in fact, the
beneficial owner of such securities.
(4) See "Ownership of Company Common Stock by Management" for further
information.
14
<PAGE>
SOLICITATION OF PROXIES
Expenses in connection with the solicitation of proxies will be paid by the
Company. Solicitation will be conducted primarily by mail, and, in addition,
directors, officers and employees of the Company may solicit proxies personally,
by telephone or by mail at no additional compensation to them. The Company will
reimburse brokerage houses and other custodians for their reasonable expenses in
forwarding proxy materials to beneficial owners of common stock. The Company has
retained D. F. King & Co., Inc., 77 Water Street, New York, New York 10005, to
assist with solicitation of proxies from brokerage houses and other custodians
who are record holders of shares owned beneficially by others, the estimated
cost of which is $4,500 plus out-of-pocket expenses.
2001 SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2001 Annual Meeting
must be submitted to the Company in appropriate written form on or before
May 22, 2001 for inclusion in the proxy statement and proxy card for that
meeting. Proxies solicited by Management for the Company's 2001 Annual Meeting
will be voted at the Company's discretion on matters which properly come before
the 2001 Annual Meeting but with respect to which the Company did not have
notice on or before August 9, 2001.
By Order of the Board of Directors
/s/ Thomas R. Mahler
Thomas R. Mahler
SECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE FILL IN, DATE AND SIGN THE
ENCLOSED PROXY EXACTLY AS YOUR NAME APPEARS THEREON AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
15
<PAGE>
ANALYSTS INTERNATIONAL CORPORATION
PROXY FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints F. W. Lang and
C.M. Davenport or either one of them with full power of substitution, as proxy
or proxies, to vote all Common Shares of Analysts International Corporation of
the undersigned at the Annual Meeting of Shareholders on November 1, 2000 and at
all adjournments thereof, on the following matters:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS / / FOR all nominees listed below / / WITHHOLD
(except as marked to the contrary AUTHORITY
below) to vote for all
nominees listed
below
</TABLE>
V. C. Benda, W. K. Drake, F. W. Lang, M. J. LaVelle, M. A. Loftus, E. M.
Mahoney, and R. L. Prince
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
--------------------------------------------------------------------------------
<TABLE>
<S><C>
2. RATIFICATION OF THE
APPOINTMENT OF DELOITTE &
TOUCHE as independent auditors
for the year ending June 30,
2001.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, upon such
other matters as may properly
come before the meeting or any
adjournment thereof.
</TABLE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS
SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR
OF THE ABOVE MATTERS.
Please complete, sign and mail this Proxy promptly in the enclosed envelope,
which requires no postage if mailed in the United States.
Dated ______________________, 2000
__________________________________
Signature of Shareholder
__________________________________
Signature of Shareholder
(Please sign your name exactly as
it appears hereon. In the case of
stock held in joint tenancy, all
joint tenants must sign.
Fiduciaries should indicate title
and authority.)
