-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gi0TiBkvlVp62+2Zs6mcWQ5IkJj31wDncOUsreI5tsEHPE4gi/UKFsfhtJqXl/8W n4sXqUR2nqrCeTK54Tk/4w== 0000912057-00-021479.txt : 20000504 0000912057-00-021479.hdr.sgml : 20000504 ACCESSION NUMBER: 0000912057-00-021479 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000503 EFFECTIVENESS DATE: 20000503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANALYSTS INTERNATIONAL CORP CENTRAL INDEX KEY: 0000006292 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 410905498 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36188 FILM NUMBER: 618177 BUSINESS ADDRESS: STREET 1: 7615 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6128974506 MAIL ADDRESS: STREET 1: 7615 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 S-8 1 S-8 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 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3601 WEST 76TH STREET, MINNEAPOLIS, MN 55435 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) ANALYSTS INTERNATIONAL CORPORATION 1999 STOCK OPTION PLAN - -------------------------------------------------------------------------------- (Full title of the plan) THOMAS R. MAHLER, 3601 WEST 76TH STREET, MINNEAPOLIS, MN 55435 - -------------------------------------------------------------------------------- (Name and Address of agent for service) 612/838-2911 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ====================== 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 - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common stock 1,000,000 $11.125* 11,125,000* $2,781.25 ======================== ====================== ====================== ====================== ======================
*Computed per Rule 457 based on high and low prices for April 20, 2000. 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 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 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 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.
Signature Title Date - --------- ----- ---- /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
*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 EXHIBIT INDEX
Exhibit No. Description Page No.* - ----------- ----------- --------- 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 - -----------------------------
* Page number in the sequential numbering system. S-5 EX-5 2 EXHIBIT 5 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 EX-25 3 EXHIBIT 25 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] 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] 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] 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] 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] 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] -----END PRIVACY-ENHANCED MESSAGE-----