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UNITED STATES
SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ANALYSTS INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0905-408
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3601 WEST 76TH STREET, MINNEAPOLIS, MN 55435
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(Address of Principal Executive Offices) (Zip Code)
ANALYSTS INTERNATIONAL CORPORATION 1999 STOCK OPTION PLAN
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(Full title of the plan)
THOMAS R. MAHLER, 3601 WEST 76TH STREET, MINNEAPOLIS, MN 55435
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(Name and Address of agent for service)
612/838-2911
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered unit price registration fee
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common stock 1,000,000 $11.125* 11,125,000* $2,781.25
======================== ====================== ====================== ====================== ======================
</TABLE>
*Computed per Rule 457 based on high and low prices for April 20, 2000.
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INCORPORATION BY REFERENCE
The contents of Registration Statement No. 33-87626 are incorporated in
this Registration Statement by reference.
PART 2 - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated in this Registration Statement by
reference:
a. Annual Report on Form 10-K for fiscal 1999, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934;
b. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since June 30, 1999.
c. Description of Common Stock as set forth as page 18 of the
Company's Prospectus dated December 6, 1983, and included as part of
its Registration Statement on Form S-2 (File No. 2-87040).
All documents filed by the Company after the date of this prospectus
pursuant to Sections 13(a), 13(c) and 15(d) of the Securities Exchange Act of
1934, prior to the filing of the post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and the related Prospectus and to be a part hereof from
the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Minnesota law, the Registrant's Bylaws require the
Registrant to indemnify its directors and officers against claims made against
them in their capacities as such, together with their defense expenses, as long
as they acted in good faith, received no improper personal benefit, had no
reasonable cause to believe the conduct was unlawful (in the case of a criminal
proceeding) and reasonably believed that they were acting in the Registrant's
best interests. The Registrant has purchased directors' and officers' liability
coverage for this risk, as permitted by the Bylaws.
S-1
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ITEM 8. EXHIBITS.
4. 1999 Stock Option Plan, as amended. (Exhibit A to the
Registrant's Definitive Proxy Statement dated September 13, 1999,
Commission File No. 0-4090, incorporated by reference.)
5. Opinion of counsel
25. Powers of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the
S-2
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Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
S-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota on March 30, 2000.
ANALYSTS INTERNATIONAL CORPORATION
By: /s/ F. W. Lang
--------------------------------
F.W. Lang, Chairman
Pursuant to the requirements of the Securities Act of 1933, this report in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ F.W. Lang Chairman & Chief Executive Officer March 30, 2000
- ---------------------- (Principal Executive Officer)
F.W. Lang
Vice President--Finance &
- ---------------------- Treasurer
M. Charpentier
* Director
- ----------------------
V.C. Benda
* Director
- ----------------------
W.K. Drake
* Director
- ----------------------
E.M. Mahoney
* Director
- ----------------------
Margaret Loftus
* Director
- ----------------------
Robb Prince
</TABLE>
*F.W. Lang, by signing his name hereto, hereby signs this Registration Statement
on Form S-8 on behalf of the persons indicated pursuant to powers of attorney
filed herewith.
/s/ F.W. Lang
----------------------
F.W. Lang, Chairman
S-4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.*
- ----------- ----------- ---------
<S> <C>
4 1999 Stock Option Plan, as amended. (Exhibit A to the
Registrant's Definitive Proxy Statement dated
September 13, 1999, Commission File No. 0-4090,
incorporated by reference.)
5 Opinion of counsel
25 Powers of Attorney
- -----------------------------
</TABLE>
* Page number in the sequential numbering system.
S-5
<PAGE>
EXHIBIT 5
March 30, 2000
Analysts International Corporation
3601 West 76th Street
Minneapolis, MN 55435
Dear Sir or Madam:
In connection with your registration of 1,000,000 authorized shares of common
stock (the "Shares") on Form S-8 under the Securities Act of 1933, we have acted
as your counsel and have examined such corporate records and documents and such
questions of law as we consider necessary and appropriate for the purposes of
this opinion.
It is our opinion that the Shares will, when issued on the exercise of options,
be legally issued, fully paid and nonassessable.
Very truly yours,
/s/ Thomas R. Mahler
Thomas R. Mahler
<PAGE>
EXHIBIT 25
ANALYSTS INTERNATIONAL CORPORATION
POWER OF ATTORNEY
TO SIGN
REGISTRATION STATEMENT AND AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints F. W.
Lang or Thomas R. Mahler, or either of them, my true and lawful attorneys in
fact, for me and in my name, place and stead, to sign and affix my name as
Director of Analysts International Corporation to the Registration Statement and
all amendments thereto to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration on
Form S-8 under the Securities Act of 1933, as amended, of the following
securities of the Company:
1,000,000 shares of Common Stock, par value of $.10 per share
granting and giving unto said attorneys in fact, or any one of them, full
authority and power to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted, with
full power to do and perform all acts authorized hereby as fully to all intents
and purposes as I might or could do if personally present, with full power of
substitution.
IN TESTIMONY WHEREOF, I have hereunto set my hand this 27th day of
October, 1999.
/s/ Willis Drake
--------------------------
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On the 27th day of October, 1999, before me, personally came Willis
Drake, to me known to the be person described in and who executed the
foregoing instrument and acknowledged that he executed the same as his free
act and deed.
/s/ Carrie B. Amirayan
--------------------------
Notary Public
[SEAL]
<PAGE>
EXHIBIT 25
ANALYSTS INTERNATIONAL CORPORATION
POWER OF ATTORNEY
TO SIGN
REGISTRATION STATEMENT AND AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints F. W.
Lang or Thomas R. Mahler, or either of them, my true and lawful attorneys in
fact, for me and in my name, place and stead, to sign and affix my name as
Director of Analysts International Corporation to the Registration Statement and
all amendments thereto to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration on
Form S-8 under the Securities Act of 1933, as amended, of the following
securities of the Company:
1,000,000 shares of Common Stock, par value of $.10 per share
granting and giving unto said attorneys in fact, or any one of them, full
authority and power to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted, with
full power to do and perform all acts authorized hereby as fully to all intents
and purposes as I might or could do if personally present, with full power of
substitution.
IN TESTIMONY WHEREOF, I have hereunto set my hand this 27th day of
October, 1999.
/s/ Margaret Loftus
--------------------------
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On the 27th day of October, 1999, before me, personally came
Margaret Loftus, to me known to the be person described in and who executed
the foregoing instrument and acknowledged that he executed the same as his
free act and deed.
/s/ Carrie B. Amirayan
--------------------------
Notary Public
[SEAL]
<PAGE>
EXHIBIT 25
ANALYSTS INTERNATIONAL CORPORATION
POWER OF ATTORNEY
TO SIGN
REGISTRATION STATEMENT AND AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints F. W.
Lang or Thomas R. Mahler, or either of them, my true and lawful attorneys in
fact, for me and in my name, place and stead, to sign and affix my name as
Director of Analysts International Corporation to the Registration Statement and
all amendments thereto to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration on
Form S-8 under the Securities Act of 1933, as amended, of the following
securities of the Company:
1,000,000 shares of Common Stock, par value of $.10 per share
granting and giving unto said attorneys in fact, or any one of them, full
authority and power to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted, with
full power to do and perform all acts authorized hereby as fully to all intents
and purposes as I might or could do if personally present, with full power of
substitution.
IN TESTIMONY WHEREOF, I have hereunto set my hand this 27th day of
October, 1999.
/s/ Edward M. Mahoney
--------------------------
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On the 27th day of October, 1999, before me, personally came Edward
M. Mahoney, to me known to the be person described in and who executed the
foregoing instrument and acknowledged that he executed the same as his free
act and deed.
/s/ Carrie B. Amirayan
--------------------------
Notary Public
[SEAL]
<PAGE>
EXHIBIT 25
ANALYSTS INTERNATIONAL CORPORATION
POWER OF ATTORNEY
TO SIGN
REGISTRATION STATEMENT AND AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints F. W.
Lang or Thomas R. Mahler, or either of them, my true and lawful attorneys in
fact, for me and in my name, place and stead, to sign and affix my name as
Director of Analysts International Corporation to the Registration Statement and
all amendments thereto to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration on
Form S-8 under the Securities Act of 1933, as amended, of the following
securities of the Company:
1,000,000 shares of Common Stock, par value of $.10 per share
granting and giving unto said attorneys in fact, or any one of them, full
authority and power to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted, with
full power to do and perform all acts authorized hereby as fully to all intents
and purposes as I might or could do if personally present, with full power of
substitution.
IN TESTIMONY WHEREOF, I have hereunto set my hand this 27th day of
October, 1999.
/s/ Robb Prince
--------------------------
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On the 27th day of October, 1999, before me, personally came Robb
Prince, to me known to the be person described in and who executed the
foregoing instrument and acknowledged that he executed the same as his free
act and deed.
/s/ Carrie B. Amirayan
--------------------------
Notary Public
[SEAL]
<PAGE>
EXHIBIT 25
ANALYSTS INTERNATIONAL CORPORATION
POWER OF ATTORNEY
TO SIGN
REGISTRATION STATEMENT AND AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints F. W.
Lang or Thomas R. Mahler, or either of them, my true and lawful attorneys in
fact, for me and in my name, place and stead, to sign and affix my name as
Director of Analysts International Corporation to the Registration Statement and
all amendments thereto to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration on
Form S-8 under the Securities Act of 1933, as amended, of the following
securities of the Company:
1,000,000 shares of Common Stock, par value of $.10 per share
granting and giving unto said attorneys in fact, or any one of them, full
authority and power to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted, with
full power to do and perform all acts authorized hereby as fully to all intents
and purposes as I might or could do if personally present, with full power of
substitution.
IN TESTIMONY WHEREOF, I have hereunto set my hand this 27th day of
October, 1999.
/s/ F. W. Lang
--------------------------
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On the 27th day of October, 1999, before me, personally came F. W.
Lang, to me known to the be person described in and who executed the
foregoing instrument and acknowledged that he executed the same as his free
act and deed.
/s/ Carrie B. Amirayan
--------------------------
Notary Public
[SEAL]
<PAGE>
EXHIBIT 25
ANALYSTS INTERNATIONAL CORPORATION
POWER OF ATTORNEY
TO SIGN
REGISTRATION STATEMENT AND AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints F. W.
Lang or Thomas R. Mahler, or either of them, my true and lawful attorneys in
fact, for me and in my name, place and stead, to sign and affix my name as
Director of Analysts International Corporation to the Registration Statement and
all amendments thereto to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration on
Form S-8 under the Securities Act of 1933, as amended, of the following
securities of the Company:
1,000,000 shares of Common Stock, par value of $.10 per share
granting and giving unto said attorneys in fact, or any one of them, full
authority and power to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted, with
full power to do and perform all acts authorized hereby as fully to all intents
and purposes as I might or could do if personally present, with full power of
substitution.
IN TESTIMONY WHEREOF, I have hereunto set my hand this 27th day of
October, 1999.
/s/ Victor C. Benda
--------------------------
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On the 27th day of October, 1999, before me, personally came Victor
C. Benda, to me known to the be person described in and who executed the
foregoing instrument and acknowledged that he executed the same as his free
act and deed.
/s/ Carrie B. Amirayan
--------------------------
Notary Public
[SEAL]
