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): February 24, 2006 (February 23, 2006)
Analysts International Corporation | |||
| (Exact name of registrant as specified in its charter) | |||
Minnesota | 0-4090 | 41-0905408 | |
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | |
3601 West 76th Street, Minneapolis, Minnesota | 55435-3000 | ||
| (Address for principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (952) 835-5900 | |||
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8. 01 Other events
On February 23, 2006, Analysts International Corporation held a conference call in which management answered questions concerning the Company’s financial results for the quarter ended December 31, 2005 and future business strategy. The full text of the question and answer session from the conference call is set forth in Exhibit 99.1 attached hereto and is incorporated in this Current Report as if fully set forth herein.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
The Transcript of the question and answer session from the Company’s February 23, 2006 earnings conference call 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 Transcript by the Company, its President and CEO, Jeffrey P. Baker and its CFO, David J. Steichen, regarding: (i) future merger and acquisition activity and process of the Company; (ii) decreases in costs or maintenance of already-implemented cost reductions in the future; (iii) future revenue and margin levels for the Company’s solutions business, including but not limited to hardware sales; (iv) the Company’s predicted revenue growth, level and mix (direct vs. indirect) and earnings for the first quarter and/or all of fiscal year 2006; (v) the Company’s future cost of employee benefits and (vi) the seasonal nature of any slowdown in revenue growth 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 the Company, Mr. Baker or Mr. Steichen 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 Company is unable to achieve scale through a merger/acquisition strategy; (ii) the Company is unable to maintain cost reductions of its reorganization, is unable to cut additional costs or cannot increase billing rates; (iii) the impact of lower margin services or services provided by the Company’s subsuppliers is higher than anticipated; (iv) salary or medical cost pressures increase; (v) the Company loses a significant client contract or contracts; (vi) the anticipated recovery from the seasonal decline of the first quarter of 2006 is delayed or does not occur; and (vii) other economic, business, competitive and/or regulatory factors affecting the Company’s’ business generally, including those set forth in Analysts’ filings with the SEC, 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 the Transcript are based on information available to the Company on the date of the earnings conference call. The Company 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
(c) Exhibits.
Exhibit Number | Description |
| 99.1 | Analysts International Corporation Transcript of question and answer session from earnings conference call held February 23, 2006. |
SIGNATURE
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.
| Date: | February 24, 2006 | ANALYSTS INTERNATIONAL CORPORATION |
/s/ Colleen M. Davenport | ||
| Colleen M. Davenport | ||
| Secretary and General Counsel |
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EXHIBIT INDEX
Exhibit Number | Description |
| 99.1 | Transcript of question and answer session from earnings conference call held February 23, 2006. |
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