-----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, QwMknr/eNz7ovSx1Yymm2/ceVxmcdhMbCEzqY+6qAlYS2pDBsGQ+bOSDxjVNG6oM /j3bUvD5G/ft6b1FTXjjJA== 0000912057-95-008134.txt : 19951002 0000912057-95-008134.hdr.sgml : 19951002 ACCESSION NUMBER: 0000912057-95-008134 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950928 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANALYSTS INTERNATIONAL CORP CENTRAL INDEX KEY: 0000006292 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 410905498 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04090 FILM NUMBER: 95577004 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 10-K/A 1 10-K/A FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT TO APPLICATION OR REPORT FILE 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, 1995 is included as part of the registrants 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 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN INDEX PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS - Years ended June 30, 1995 and 1994: Statements of net assets available for plan benefits 2 Statements of changes in net assets available for plan benefits 3 Supplemental statements of changes in net assets available for plan benefits by type of fund 4 Notes to financial statements 5-7 SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500: I. Item 27a - Schedule of Assets Held for Investment Purposes, as of June 30, 1995 9 II. Item 27d - Schedule of Reportable Transactions for the Year Ended June 30, 1995 10 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, 1995 and 1994 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, 1995 and 1994 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, 1995 and 1994, the supplemental schedules of Assets Held for Investment Purposes as of June 30, 1995 and Reportable Transactions for the year ended June 30, 1995 are presented for purposes of additional analysis of the basic financial statements and for complying with the Department of Labor's Rules and Regulations for Reporting and disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. This supplemental information is the responsibility of the Plan's management. The supplemental information and schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Minneapolis, Minnesota August 25, 1995 /s/ Deloitte & Touche LLP 2 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
June 30 --------------------------------- 1995 1994 -------------- ---------------- ASSET - Investments, stated at market value (Notes A, E and F) $37,166,957 $25,928,954 -------------- ---------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $37,166,957 $25,928,954 -------------- ---------------- -------------- ----------------
See notes to financial statements and supplemental schedules. 3 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended June 30 ---------------------------------- 1995 1994 --------------- ----------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $25,928,954 $21,684,887 ADDITIONS: Investment income 1,615,588 1,321,082 Contributions by employer 580,731 529,806 Contributions by participants 6,756,752 5,899,755 Net appreciation (depreciation) in market value of investments 5,442,754 (1,452,114) ---------------- --------------- 14,395,825 6,298,529 DEDUCTIONS: Distribution to participants 3,157,822 2,054,462 ---------------- --------------- NET ADDITIONS 11,238,003 4,224,067 ---------------- --------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $37,166,957 $25,928,954 ---------------- --------------- ---------------- ---------------
See notes to financial statements. 4 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN SUPPLEMENTAL STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND YEARS ENDED JUNE 30, 1995 AND 1994
Money U.S. Govt. High Yield Growth & Voyager Global Market Trust Trust Income Fund Growth ------ ----- ----- ------ ---- ------ NET ASSETS AVAILABLE FOR PLAN BENEFITS as of July 1, 1993 $1,898,525 $2,853,968 $2,391,915 $4,912,865 $5,801,519 $0 ADDITIONS: Investment Income 58,074 205,982 274,895 407,586 246,493 Contributions by employer Contributions by participants 425,631 608,581 687,407 1,460,979 1,717,558 176,880 Loan payments 42,691 77,933 54,084 92,667 138,762 9,016 Net depreciation in market value of investments (272,026) (154,724) (238,323) (69,068) (25,441) ------------------------------------------------------------------------------------ 526,396 620,470 861,662 1,722,909 2,033,745 160,455 DEDUCTIONS Distributions to participants 165,494 241,489 241,676 475,858 670,927 7,368 Loan withdrawals 58,500 152,187 56,187 101,353 113,229 815 ------------------------------------------------------------------------------------ 223,994 393,676 297,863 577,211 784,156 8,183 INTERFUND TRANSFERS (286,950) (531,598) 23,087 (33,320) (343,951) 611,097 ------------------------------------------------------------------------------------ NET ADDITIONS 15,452 (304,804) 586,886 1,112,378 905,638 763,369 ------------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1994 1,913,977 2,549,164 2,978,801 6,025,243 6,707,157 763,369 ADDITIONS: Investment Income 102,808 187,437 322,438 410,449 325,651 33,446 Contributions by employer Contributions by participants 388,495 502,699 637,742 1,455,651 1,892,638 630,520 Loan payments 25,666 47,267 51,204 97,349 141,260 54,608 Net appreciation (depreciation) in market value of investments 85,635 (116,897) 914,565 1,789,322 31,072 ------------------------------------------------------------------------------------ 516,969 823,038 894,487 2,878,014 4,148,871 749,646 DEDUCTIONS Distributions to participants 322,599 372,016 422,444 696,156 670,922 115,938 Loan withdrawals 38,000 40,547 74,591 130,577 258,759 26,003 ------------------------------------------------------------------------------------ 360,599 412,563 497,035 826,733 929,681 141,941 INTERFUND TRANSFERS 296,779 (186,888) (105,613) (174,178) (25,571) (72,961) ------------------------------------------------------------------------------------ NET ADDITIONS 453,149 223,587 291,839 1,877,103 3,193,619 534,744 ------------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1995 $2,367,126 $2,772,751 $3,270,640 $7,902,346 $9,900,776 $1,298,113 ------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------ OTC Emerging Loan AiC Growth Fund Pending Stock ------ ---- ------- ----- NET ASSETS AVAILABLE FOR PLAN BENEFITS as of July 1, 1993 $0 $539,519 $3,286,576 ADDITIONS: Investment Income 36,998 91,054 Contributions by employer 529,806 Contributions by participants 145,076 677,643 Loan payments 8,507 (472,945) 49,285 Net depreciation in market value of investments (58,685) (633,847) ------------------------------------------------------- 94,898 (435,947) 713,941 DEDUCTIONS Distributions to participants 6,237 26,637 218,776 Loan withdrawals 745 (517,281) 34,265 ------------------------------------------------------- 6,982 (490,644) 253,041 INTERFUND TRANSFERS 397,226 164,409 ------------------------------------------------------- NET ADDITIONS 485,142 54,697 625,309 ------------------------------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1994 485,142 594,216 3,911,885 ADDITIONS: Investment Income 55,221 43,803 134,335 Contributions by employer 580,731 Contributions by participants 486,763 762,244 Loan payments 50,220 (570,795) 103,221 Net appreciation (depreciation) in market value of investments 219,095 2,519,962 ------------------------------------------------------- 811,299 (526,992) 4,100,493 DEDUCTIONS Distributions to participants 84,055 26,060 447,632 Loan withdrawals 6,750 (648,408) 73,181 ------------------------------------------------------- 90,805 (622,348) 520,813 INTERFUND TRANSFERS 302,989 9,271 (43,828) ------------------------------------------------------- NET ADDITIONS 1,023,483 95,356 9,271 3,535,852 ------------------------------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS as of June 30, 1995 $1,508,625 $689,572 $9,271 $7,447,737 ------------------------------------------------------- -------------------------------------------------------
See notes to financial statements. ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1995 AND 1994 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investments are stated at market value using primarily quoted market values. Promissory notes from participants are stated at the outstanding principal balance. The financial statements have been prepared on the accrual basis of accounting. All security transactions are recorded on their trade date. Participants have control over the allocation of their account balances among each of the seven Putnam Funds. However, because Analysts International Corporation (AiC) designates the investment option for the employer matching contributions in the AiC Common Stock Fund, participants do not have complete control of their assets invested in this fund. B. THE PLAN: The Plan was established January 1, 1985 under Section 401(k) of the Internal Revenue Code for the purpose of providing retirement and other benefits to eligible participants. An employee of AiC becomes eligible for the Plan upon commencement of active service. The Plan is funded primarily by employee contributions. Eligible employees may contribute up to 15% of their gross annual wages for pre-tax saving contributions and, prior to March 1, 1994, up to 10% for after-tax saving contributions. Effective March 1, 1994, the Plan was amended suspending the after-tax 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 seven investment funds offered by the Putnam Companies and/or the AiC Common Stock Fund. The seven Putnam funds include the Putnam Money Market Fund (formerly the Putnam Daily Dividend Trust), 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 and the Putnam OTC Emerging Growth Fund. Effective January 1, 1994, the Plan was amended adding the Putnam Global Growth Fund and the Putnam OTC Emerging Growth Fund. A participant's account (consisting of employee contributions and investment income) is fully vested. 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 $689,572 at June 30, 1995 and $594,216 at June 30, 1994. 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. 7 E. INVESTMENTS:
Year Ended June 30 ----------------------- Investments at market value: 1995 1994 ---------- ----------- Putnam Money Market Fund $2,367,126 $1,913,977 Putnam U.S. Government Income Trust 2,772,751 2,549,164 Putnam High Yield Trust 3,270,640 2,978,801 Putnam Fund for Growth and Income 7,902,346 6,025,243 Putnam Voyager Fund 9,900,776 6,707,157 Putnam Global Growth Fund 1,298,113 763,369 Putnam OTC Emerging Growth Fund 1,508,625 485,142 Pending Account 9,271 - AiC Common Stock Fund 7,447,737 3,911,885 ---------- ----------- 36,477,385 25,334,738 Promissory notes from participants 689,572 594,216 ---------- ----------- $37,166,957 $25,928,954 ----------- ----------- ----------- -----------
F. BENEFITS PAYABLE: As of June 30, 1995 and 1994, net assets available for plan benefits included benefits of $496,160 and $597,118 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. 8 SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500 9 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN SCHEDULE I ITEM 27A SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT JUNE 30, 1995
Number of Fair Shares Cost Value ----------- ---------- --------- MUTUAL FUNDS: Putnam Money Market Fund 2,367,126 $2,367,126 $2,367,126 Putnam U.S. Government Income Trust 215,109 2,976,385 2,772,751 Putnam High Yield Trust 274,383 3,600,870 3,270,640 Putnam Fund for Growth and Income 531,072 6,801,154 7,902,346 Putnam Voyager Fund 733,934 6,938,190 9,900,776 Putnam Global Growth Fund 134,799 1,292,482 1,298,113 Putnam OTC Emerging Growth Fund 119,542 1,348,215 1,508,625 Pending Account 9,271 9,271 AiC COMMON STOCK FUND 286,451 4,194,921 7,447,737 PROMISSORY NOTES FROM PARTICIPANTS 689,572 689,572 ------- ------- Interest rates ranging from 6.75% to 9.00% with maturity dates through June, 1998 $30,218,186 $37,166,957 ----------- ----------- ----------- -----------
10 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN SCHEDULE II ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1995
Current Value Identity of Description of Purchase Selling Cost of of Assets on Net Gain Party Involved Transaction Price Price Asset Transaction Date (Loss) - -------------- ----------- ----- ----- ----- ---------------- ------ Putnam Fiduciary Purchases Of $1,743,653 $1,743,653 $1,743,653 Trust Company AiC Stock Putnam Money Purchases 813,749 813,749 813,749 Market Fund Putnam U.S. Gov. Purchases 737,403 737,403 737,403 Income Trust Putnam High Purchases 1,011,384 1,011,384 1,011,384 Yield Trust Putnam Fund for Purchases 1,963,449 1,963,449 1,963,449 Growth & Income Putnam Voyager Purchases 2,359,550 2,359,550 2,359,550 Fund Putnam Global Growth Purchases 718,575 718,575 718,575 Fund Putnam OTC Emerging Purchases 895,192 895,192 895,192 Growth Fund Putnam Fiduciary Sales of AiC $727,762 574,536 727,762 $153,226 Trust Company Stock Putnam Money Sales 360,599 360,599 360,599 0 Market Fund Putnam U.S. Gov. Sales 599,450 602,013 599,450 (2,563) Income Trust Putnam High Sales 602,647 639,303 602,647 (36,656) Yield Trust Putnam Fund for Sales 1,000,912 966,375 1,000,912 34,537 Growth & Income Putnam Voyager Sales 955,254 868,490 955,254 86,764 Fund Putnam Global Growth Sales 214,903 219,976 214,903 (5,073) Fund Putnam OTC Emerging Sales 90,805 79,729 90,805 11,076 Growth Fund
NOTE: There were no lease rentals or expenses incurred with transactions. SIGNATURES - ---------- PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. Date: September 25, 1995 ANALYSTS INTERNATIONAL CORPORATION SAVINGS AND INVESTMENT PLAN By /s/ Thomas R. Mahler -------------------- THOMAS R. MAHLER, member of the Plan Committee EX-24 2 EXHIBIT 24 EXHIBIT INDEX No. Exhibit Page No. - --- ------- -------- 24. Independent Auditor's Consent EXHIBIT 24 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference to Registration Statement No. 33-19180 of Analysts International Corporation on Form S-8 of our report on the financial statements of the Analysts International Corporation Savings and Investment Plan, dated August 25, 1995, 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, 1995. /s/ Deloitte & Touche LLP Minneapolis, Minnesota September 25, 1995 -----END PRIVACY-ENHANCED MESSAGE-----