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 27, 2006 (October 26, 2006)
Analysts International Corporation |
| (Exact name of registrant as specified in its charter) |
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Minnesota | 0-4090 | 41-0905408 |
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
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3601 West 76th Street, Minneapolis, Minnesota | 55435-3000 |
| (Address for principal executive offices) | (Zip Code) |
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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))
Item 7.01 Regulation FD Disclosure
On October 26, 2006, Analysts International Corporation held a conference call in which management answered questions concerning the Company’s financial results for the third quarter ended September 30, 2006 and strategic and other business issues. The full text of the question and answer session from the conference call is furnished as Exhibit 99.1 to this Current Report.
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 October 26, 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 question and answer session by Jeffrey P. Baker, President and CEO or David J. Steichen, CFO, regarding: (i) the Company’s consideration or implementation of a stock repurchase plan; (ii) growth or utilization rates in the Company’s IP Call Center practice; and (iii) recovery of costs, fees or damages related to the Company’s merger agreement with Computer Horizons Corp. (“CHC”) 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 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) our ability to maintain or increase business volume and utilization rates of our billable technical personnel in our IP Call Center practice or other areas of our business; (ii) the negative state of the Michigan economy as it relates to our business there; (iii) legal, financial, regulatory and other considerations relating to implementation of a stock repurchase program; and (iv) the terms and conditions of our merger agreement with CHC concerning recoup of costs, fees or damages and related considerations. Additionally, other factors such as pricing pressures, labor costs and other economic, business, competitive and/or regulatory factors affecting the Company’s business generally, including those set forth in the Company’s 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, could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements included in the conference call’s question and answer session 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 the conference call’s question and answer session to reflect events or circumstances after the date of the conference call 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 |
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| 99.1 | Transcript of question and answer session from Analysts International Corporation’s earnings conference call held October 26, 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: | October 27, 2006 | ANALYSTS INTERNATIONAL CORPORATION |
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| | | /s/ Colleen M. Davenport |
| | | Colleen M. Davenport |
| | | Secretary and General Counsel |
EXHIBIT INDEX
Exhibit Number | Description |
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| 99.1 | Transcript of question and answer session from Analysts International Corporation’s earnings conference call held October 26, 2006. |
