SC 13D 1 v789741_sc13-d.htm SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. __)*

 

ANALYSTS INTERNATIONAL CORPORATION
(Name of Issuer)

 

Common Stock, $.10 par value
(Title of Class of Securities)

 

032681207
(CUSIP Number)

 

Vinita K. Paul

Chief Compliance Officer

Heartland Advisors, Inc.

789 N. Water Street

Milwaukee, Wisconsin 53202

(414) 347-7777

 

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

 

November 30, 2012
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 2 of 11 Pages

 

l) Name of Reporting Person
   
  Heartland Advisors, Inc.
   
2) Check the Appropriate Box if a Member of a Group
   
  (a) o
   
  (b) o
   
3) SEC Use Only
   
4) Source of Funds
   
  OO—Funds of investment advisory clients
   
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X]
   
6) Citizenship or Place of Organization
   
  Wisconsin, U.S.A.
   
Number of Shares Beneficially Owned by Each Reporting Person With:
   

7) Sole Voting Power: None
     
8) Shared Voting Power 478,000
     
9) Sole Dispositive Power: None
     
10) Shared Dispositive Power: 478,000
     

11) Aggregate Amount Beneficially Owned by Each Reporting Person
   
  478,000
   
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
   
13) Percent of Class Represented by Amount in Row (11)
   
  9.4%
   
14) Type of Reporting Person
   
  IA

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 3 of 11 Pages

 

l) Name of Reporting Person
   
  William J. Nasgovitz
   
2) Check the Appropriate Box if a Member of a Group
   
  (a) o
   
  (b) o
   
3) SEC Use Only
   
4) Source of Funds
   
  OO—Funds of investment advisory clients
   
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X]
   
6) Citizenship or Place of Organization
   
  U.S.A.
   
Number of Shares Beneficially Owned by Each Reporting Person With:
   

7) Sole Voting Power: None
     
8) Shared Voting Power 478,0001
     
9) Sole Dispositive Power: None
     
10) Shared Dispositive Power: 478,0001
     
11) Aggregate Amount Beneficially Owned by Each Reporting Person
   
  478,0001
   
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
   
13) Percent of Class Represented by Amount in Row (11)
   
  9.4%
   
14) Type of Reporting Person
   
  IN, HC

 

 

1Beneficial ownership is specifically disclaimed. See Item 2.

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 4 of 11 Pages

 

Item 1. Security and Issuer

 

This Schedule 13D relates to the common stock (the “Common Stock”), $.10 par value, of Analysts International Corporation, a Minnesota corporation (the “Company”), whose principal executive offices are located at 7700 France Avenue S. Minneapolis, Minnesota, 55435.

 

Item 2. Identity and Background

 

(a) - (c) This statement is being filed by Heartland Advisors, Inc. (“HAI”) and William J. Nasgovitz, solely as the control person of HAI (together, the “Reporting Persons”). HAI is an investment adviser registered with the SEC that provides investment advisory services to series of Heartland Group, Inc., a registered investment company, as well as private investment advisory clients (collectively, “Client Accounts”). Mr. Nasgovitz is the President and control person of HAI. Mr. Nasgovitz may be deemed to have a beneficial interest in the shares of Common Stock owned by HAI on behalf of Client Accounts by virtue of Mr. Nasgovitz’s control of HAI. The Reporting Persons are of the view that they do not constitute a group. Information regarding the executive officers and directors of HAI is set forth on Schedule A attached hereto and incorporated herein by reference.

 

Mr. Nasgovitz does not own any Common Stock for his own account and disclaims beneficial ownership of the shares of Common Stock reported herein.

 

The address of the principal business and principal office of the Reporting Persons is 789 North Water Street, Milwaukee, WI 53202.

 

(d) None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and/or similar misdemeanors).

 

(e) On January 25, 2008, HAI, William J. Nasgovitz (President of HAI, President and a director of Heartland Group, Inc. (the “Funds”) and a portfolio manager), Paul T. Beste (Chief Operating Officer of HAI and Vice President and Secretary of the Funds), Kevin D. Clark (Senior Vice President and a portfolio manager of HAI) and Hugh F. Denison (a portfolio manager and Senior Vice President of HAI) (HAI, Nasgovitz, Beste, Clark and Denison collectively referred to herein as the “Respondents”) and certain others no longer associated with the Funds, reached a settlement with the Securities and Exchange Commission (“SEC”) that resolved the issues resulting from the SEC’s investigation of HAI’s pricing of certain bonds owned by the Heartland High-Yield Municipal Bond Fund and the Heartland Short Duration High-Yield Municipal Fund (collectively the “HY Bond Funds”), and HAI’s disclosures to the Funds’ Board of Directors and investors concerning HAI’s efforts to evaluate bond issuers in connection with the operation of the HY Bond Funds during calendar year 2000. The Respondents do not admit or deny any wrongdoing and the settlement does not establish wrongdoing or liability for purposes of any other proceeding. The SEC’s administrative order involves, among other things: (i) findings by the SEC that the Respondents violated certain federal securities laws; (ii) a cease and desist order against the Respondents; (iii) a censure of the Respondents (other than Mr. Denison); (iv) payment by the Respondents (other than Mr. Denison) of disgorgement of $1; and (v) civil money penalties against the Respondents (other than Mr. Denison) as follows: HAI and Mr. Nasgovitz, jointly and severally, $3.5 million; Mr. Beste, $95,000; and Mr. Clark, $25,000. In connection with this administrative settlement, the SEC’s civil complaint against the Respondents was dismissed.

 

(f) HAI is a Wisconsin corporation. Mr. Nasgovitz is a citizen of the United States. The names, business address and principal occupations of each director and executive officer of HAI are set forth in Schedule A.

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 5 of 11 Pages

 

Item 3. Source and Amount of Funds or Other Consideration

 

HAI has beneficially owned shares of Common Stock on behalf of Client Accounts for a number of years, as previously reported on Schedule 13G, as amended. As of November 30, 2012, HAI had acquired an aggregate of 478,000 shares of Common Stock on behalf of Client Accounts (the “Shares”). All shares of Common Stock held by HAI on behalf of Client Accounts were purchased with funds provided by the Client Accounts.

 

Item 4. Purpose of Transaction

 

HAI acquired shares of the Company for investment purposes in the ordinary course of business pursuant to the specific investment objectives of one of its clients, the Heartland Value Fund, a series of Heartland Group, Inc., a registered investment company.

 

HAI acquired the Shares with the belief that they were undervalued. HAI recently has communicated with the Company’s management regarding ways to enhance shareholder value. HAI believes that the Company should engage a financial advisor to evaluate alternatives related to maximizing shareholder value, including a sale or merger of the Company and that the Board take all other steps necessary to seek a sale or merger of the Company. In addition, HAI believes that the Company should not be public.

 

HAI, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, is presenting a proposal (the “Proposal”) to the Company for inclusion in the proxy statement for the Company’s 2013 annual meeting of shareholders. The Proposal requests that the Board of Directors of the Company engage an investment banking firm to evaluate alternatives to enhance shareholder value, including a sale or merger of the Company. A copy of the Proposal dated December 10, 2012 is attached as Exhibit 1.

 

In light of the foregoing and depending on various factors, including, without limitation, the Company’s financial position, results and strategic direction, the price of the Common Stock, actions taken by management and the Board of Directors of the Company and the results of the 2013 annual meeting of shareholders of the Company, HAI may, from time to time, take further actions to encourage the Company’s management and Board of Directors to pursue a sale or merger of the Company and otherwise to enhance shareholder value. Such measures may include, without limitation, communicating with management, the Board of Directors, other shareholders and other interested parties regarding the Proposal or one or more other items described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

The Reporting Persons reserve the right to take whatever future action they deem appropriate regarding the Company and its securities under the circumstances as they then exist. As permitted by law, the Reporting Persons may, from time to time and at any time, acquire additional shares of Common Stock in the open market or otherwise and reserve the right to dispose of any or all of their Shares in the open market or otherwise, at any time and from time to time, depending upon future evaluation of the prospects of the Company and upon other developments, including general economic and stock market conditions, as well as the investment objectives and a diversification requirements of the Client Accounts and HAI’s fiduciary duties to such clients.

 

Except as described in this Item 4, none of the Reporting Persons has any plans or proposals that relate to, or would result in, any matter required to be disclosed in response to paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, but will continue to review this position based upon further developments.

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 6 of 11 Pages

 

Item 5. Interest in Securities of the Issuer

 

(a) As investment adviser to the Client Accounts, HAI may be deemed the beneficial owner of 478,000 shares, or approximately 9.4%, of Common Stock presently outstanding by the virtue of its investment discretion and voting authority granted by its client, which may be revoked at any time. As the control person of HAI, Mr. Nasgovitz may be deemed the indirect beneficial owner of the shares beneficially owned by HAI. Mr. Nasgovitz specifically disclaims beneficial ownership of the Common Stock.

 

(b) For information on voting and dispositive power with respect to the above listed shares, see Items 7-10 of the Cover Pages.

 

(c) Neither of the Reporting Persons has effected any transaction in the Common Stock of the Company during the 60 days preceding the filing of this statement.

 

(d) The Heartland Value Fund, a series of the Heartland Group, Inc., an investment company registered under the Investment Company Act of 1940, has the right to receive or the power to direct the receipt of dividends and proceeds from the sale of shares included on this Schedule. The Heartland Value Fund owns 478,000 shares or 9.4% of the class of securities reported herein.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

HAI is the investment adviser of the Heartland Value Fund and other Client Accounts pursuant to separate investment management agreements which provide HAI with the authority to invest the funds of the Heartland Value Fund and the other Client Accounts in securities (including shares of the Company); to hold, vote, and dispose of securities (including shares of the Company); and to file this statement.

 

Neither of the Reporting Persons has any contract, arrangement, understanding or relationship on behalf of the Heartland Value Fund or any other Client Account with any person with respect to any securities of the Company.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit 1 – Shareholder Proposal dated December 10, 2012.

 

Exhibit 2 – Joint Filing Agreement

 

Exhibit 3 - Power of Attorney

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 7 of 11 Pages

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: December 10, 2012 Heartland Advisors, Inc.
   
  By:  /s/ Vinita K. Paul
     

 

 

Dated: December 10, 2012 William J. Nasgovitz
   
  By:  /s/ Vinita K. Paul
    Vinita K. Paul
    As Attorney-in-Fact for William J. Nasgovitz

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 8 of 11 Pages

 

Schedule A

 

List of Directors and Executive Officers

 

The name and present principal occupation or employment of each executive officer and director of Heartland Advisors, Inc. are set forth below. The business address of each person is 789 N. Water Street, Milwaukee, WI 53202. All of the persons listed below are U.S. citizens. To the best of the Reporting Persons’ knowledge, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and no such person was a party to any civil or administrative proceeding except as described in Item 2(e) of this Schedule 13D.

 

Name Principal Occupation
William J. Nasgovitz Director, President and Chief Executive Officer
Paul T. Beste Director, Chief Operating Officer and Secretary
Bradford A. Evans Director, Senior Vice President and Portfolio Manager
David C. Fondrie Director, Senior Vice President and Portfolio Manager
William R. Nasgovitz Director, Senior Vice President and Portfolio Manager
Kevin D. Clark Senior Vice President and Portfolio Manager
Hugh F. Denison Senior Vice President and Portfolio Manager
Nicole J. Best Senior Vice President and Chief Financial Officer
Michael T. Riggs Senior Vice President and Chief Technology Officer
David Ribbens Senior Vice President
Vinita K. Paul Vice President, General Counsel and Chief Compliance Officer
Theodore D. Baszler Vice President and Portfolio Manager
Adam J. Peck Vice President and Portfolio Manager
Jeanne Kolimaga Vice President
Matthew J. Miner Vice President
Catherine M. Stephenson Vice President

 

 

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 9 of 11 Pages

 

Exhibit 1 – Shareholder Proposal dated December 10, 2012

 

SHAREHOLDER PROPOSAL:

 

RESOLVED: That the shareholders of Analysts International Corporation (the “Company”), represented at the annual meeting in person and by proxy, hereby request that the Board of Directors of the Company immediately engage the services of an investment banking firm to evaluate alternatives that could enhance shareholder value including, but not limited to, a merger or sale of the Company, and the shareholders further request that the Board take all other steps necessary to actively seek a sale or merger of the Company on terms that will maximize share value for shareholders.

 

SUPPORTING STATEMENT:

 

The Company’s high quality talent and client lists have real value. Unfortunately, given the Company’s market cap of $16 million, the public market doesn’t seem to care. At this size, it is extremely difficult to attract Wall Street and investor attention. In today’s marketplace, investors are risk averse and demand scale, which the Company currently does not provide. Scale can be a clear competitive advantage in the business services industry as clients try to reduce vendor lists. We believe the Company would be better off as part of a larger entity.

 

Additionally, being a public company has costs. In our view, it costs over $1 million per year to be a public company, due to a combination of monetary cost and the opportunity cost of management’s time and focus. At the Company’s size, these costs become prohibitive to achieving financial leverage and reaching sustainable profitability. We do not believe the Company should be public.

 

As long-term investors, we have taken the “wait and hope” approach, and it has not worked. With today’s environment of low interest rates and robust private equity valuations, we believe the time to act is now. It is time for the Company’s leadership to maximize value for shareholders and pursue strategic alternatives.

 

WE URGE ALL SHAREHOLDERS TO VOTE FOR THIS RESOLUTION.

 

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 10 of 11 Pages

 

Exhibit 2 – Joint Filing Agreement

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to Common Stock (as defined) and to the attachment of this agreement to the Schedule 13D as Exhibit 2 thereto.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 10th day of December, 2012.

 

 

Dated: December 10th, 2012 Heartland Advisors, Inc.
   
  By:  /s/ Vinita K. Paul
     

 

 

Dated: December 10th, 2012     William J. Nasgovitz

 



 

By: /s/ Vinita K. Paul        
  Vinita K. Paul        
  As Attorney-in-Fact for William J. Nasgovitz        

 

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 032681207   Page 11 of 11 Pages

  

Exhibit 3 – Power of Attorney

 

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5 and Schedule 13G/13D

 

Know all by these present, that the undersigned constitutes and appoints each of Paul T. Beste and Vinita K. Paul, signing singly, his true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules thereunder;
   
(2) execute for and on behalf of the undersigned filings on Schedule 13G and Schedule 13D in accordance with Section 13(d) of the Act;
   
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4 or 5 or Schedules 13D and 13G and the timely filing of such forms with the United States Securities and Exchange Commission and any other authority; and
   
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13(d) of the Act and the rules thereunder.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of December, 2012.

 

   
   
    /s/ William J. Nasgovitz
    William J. Nasgovitz