8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2005 (September 29, 2005)

ANALYSTS INTERNATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

0-4090	41-0905408
(Commission File Number)	(IRS Employer
	Identification No.)

3601 West 76^th Street,

Minneapolis, Minnesota 55435-3000

(Address of Principal Executive Offices)  (Zip Code)

(952) 835-5900

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement

On September 29, 2005, at a meeting of the Board of Directors of Analysts, the Company’s executive officers proposed reductions in their base salaries of between five and ten percent.  The Company and executive officers approved reductions in base compensation as set forth in Exhibit 10 attached hereto and incorporated in this Current Report as if fully set forth herein.

Item 7.01               Regulation FD Disclosure.

On October 3, 2005, Analysts International Corporation (the “Company”) issued a press release concerning corporate restructuring and realignment actions and related one-time restructuring charges the Company anticipates taking in its third quarter ending October 1, 2005 and updating revenue guidance for its fourth quarter ending December 31, 2005.

The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Current Report as if fully set forth herein.

Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

The Press Release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions.  Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.  Such forward-looking statements are based upon current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.  Statements made in this Press Release by the Company and Mr. Baker, the Company’s President, including the Company’s expected third and fourth quarter 2005 and 2006 performance, and statements regarding: (i) the expected one-time charges between $4.0 and $5.0 million for the period ending September 30, 2005; (ii) the expected annualized cost-savings in excess of $5.0 million from the Company’s reorganization actions; (iii) the Company’s anticipated growth and return to profitability in the fourth quarter and 2006; (iv) the Company’s anticipated revenues for the third quarter of 2005; and (v) the Company’s expectation that it will emerge from its reorganization a leaner, more efficient and well positioned company to compete in the marketplace are forward looking statements. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate.  Therefore, actual outcomes and results may differ materially from what is expressed herein.  In any forward-looking statement in which Analysts expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished.  The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (i) the risk that Analysts’ reorganization actions will not produce a leaner more efficient company that produces higher revenue growth and profitability in the fourth quarter and 2006; (ii) the risk that Analysts will lose one or more contracts that adversely impact its growth and profitability; (iii) Analysts’ reorganization adversely affects its competitiveness in the marketplace; and (v) other economic, business, competitive and/or regulatory factors affecting Analysts’ businesses generally, including those set forth in Analysts’ filings with the SEC,

2

including its Annual Report on Form 10-K for its most recent fiscal year, especially in the Management’s Discussion and Analysis section, its most recent Quarterly Report on Form 10-Q and its Current Reports on Form 8-K.  All forward-looking statements included in this press release are based on information available to Analysts on the date of the press release.   Analysts undertakes no obligation (and expressly disclaims any such obligation) to update forward-looking statements made in this transcript to reflect events or circumstances after the date of this press release or to update reasons why actual results would differ from those anticipated in such forward-looking statements.

Item 9.01               Financial Statements and Exhibits.

(a)           Financial statements:  None.

(b)           Pro forma financial information:  None.

(c)           Exhibits:

10           Executive Officer Base Compensation Reductions

99.1        Press release dated October 3, 2005.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:    October 5, 2005

ANALYSTS INTERNATIONAL CORPORATION
By	/s/ Colleen M. Davenport
	Colleen M. Davenport, Secretary
	and General Counsel

4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

ANALYSTS INTERNATIONAL CORPORATION

EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.:
October 5, 2005	0-4090

EXHIBIT NO.	ITEM
10	Tabular Presentation of Reductions in Base Compensation of Executive Officers
99.1	Press Release dated October 3, 2005

5

EX-10

Exhibit 10

Executive Officers - Analysts International Corporation

Base Compensation Reductions

Executive Officer	2005 Base Salary		Percentage Reduction in Base Salary	New Base Salary
Michael J. LaVelle - Chief Executive Officer	$	380,000	10%	$	342,000
Jeffrey P. Baker - President	$	380,000	10%	$	342,000
John D. Bamberger - Chief Operating Officer	$	380,000	10%	$	342,000
David J. Steichen - Chief Financial Officer	$	210,000	5%	$	199,500
Colleen M. Davenport - Secretary & General Counsel	$	210,000	5%	$	199,500

EX-99.1

Exhibit 99.1

Media Contacts:
Jeff Baker	Bill Bartkowski
President	Partner
Analysts International	MeritViewPartners
Phone: 952-835-5900	Phone: 612-605-8616
jpbaker@analysts.com	bartkowski@meritviewpartners.com

Analysts International Undertakes Actions Expected
to Lead to Q4 Profitability

One-Time Charges Expected Between $4 and $5 Million in the Third Quarter;
Fourth Quarter Revenue Growth and Profitability Anticipated

MINNEAPOLIS, October 3, 2005 — Analysts International (NASDAQ: ANLY) today reported that the Company has undertaken a series of corporate restructuring and realignment actions expected to result in one-time charges between $4 million and $5 million for the period ending September 30, 2005.  These charges principally include non-cash charges related to asset write-downs and office consolidation.  The Company also expects staff reductions and the related severance charges.  The Company has reorganized its solutions business around its practice areas, implemented a more flexible staffing delivery model, and streamlined its infrastructure and systems.  The actions, which are expected to result in annualized cost savings in excess of $5 million, combined with anticipated growth in revenue, are expected to lead to profitability in the Company’s fourth quarter.

Analysts International President, Jeff Baker, commented, “We were able to operate profitably in all four quarters of 2004 and we fully intend to be profitable again.  What we have undertaken is consistent with what we expected to do had the merger with Computer Horizons gone through and, in fact, was part of our 2005 strategic operating plan before we entered into our plan of merger and integration discussions.  We expect these actions will provide a path to profitability and improved business performance in the fourth quarter of 2005 and into 2006.”

Baker noted that revenue for the third quarter, ending September 30, 2005, would approach $77 million and grow to levels 7% to 12% higher than that in the fourth quarter.  He also said that the Company expected to see approximately $1.6 million in merger related costs in the third quarter.

- more -

“We are investigating options to recover fees, expenses, and other costs associated with the now-terminated transaction with Computer Horizons,” Baker noted.

“Finally, we fully expect to emerge from these actions a leaner, more efficient company, well-positioned to compete in a marketplace that is showing more resilience and strength today than it has in some time,” Baker stated.

Baker concluded by noting that the Company would be holding a conference call at the end of October to discuss the results of its third quarter and the actions described in today’s release.  The date and time of the call will be provided in mid-October.

About Analysts International

Headquartered in Minneapolis, Analysts International is a diversified IT services company. In business since 1966, the company has sales and customer support offices in the United States and Canada. Lines of business include Full Service Staffing, which provides high demand resources for supporting a client’s IT staffing needs; Business Solutions Services, which provides business solutions and network infrastructure services; and Outsourcing Services, which provides onshore and offshore strategic solutions. The company partners with best-in-class IT organizations, allowing access to a wide range of expertise, resources and expansive geographical reach. For more information, visit http://www.analysts.com.

Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

Statements contained herein, which are not strictly historical fact, are forward-looking statements.  Words such as “believes,” “intends,” “possible,” “expects,” “estimates,” “anticipates,” or “plans” and similar expressions are intended to identify forward-looking statements.  Any forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such statements are based on the Company’s current expectations relating to future revenues, earnings, results of operations and future sales or growth.  The Company’s actual results may vary materially from those projected due to certain risks and uncertainties such as the general state of the economy, volume of business activity, continued need for its services by current and prospective clients, client cancellations or re-bidding of work, the Company’s ability to control and improve profit margins, including its ability to control operating and labor costs and hourly rates for its services, the availability and utilization of qualified technical personnel, the loss of a material contract, its ability to grow through new opportunities due to recently signed contracts and extensions with national accounts, its success with continued implementation of and investments in the solutions area.  For more information concerning risks and uncertainties to the Company’s business refer to the discussion in the “Market Conditions Business Outlook and Risks to Our Business” section in the Company’s Annual Report for the year ended January 1, 2005, and the Company’s prior Annual Reports on form 10-Ks, 10-Qs, other Securities and Exchange Commission filings and investor relations materials.

# # #