- Current report filing (8-K)
February 26 2010 - 4:10PM
Edgar (US Regulatory)
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 26, 2010
Analysts International
Corporation
(Exact name of registrant as specified in its charter)
Minnesota
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0-4090
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41-0905408
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(State or other jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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3601 West
76
th
Street, Minneapolis, Minnesota
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55435-3000
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(Address for principal
executive offices)
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(Zip Code)
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Registrants 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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.03
Material Modification to Rights of Security Holders.
On
February 26, 2010, Analysts International Corporation (the Company)
amended its Articles of Incorporation to effect a one-for-five reverse stock
split (the Reverse Stock Split) of its common stock, par value $0.10 per
share (the Common Stock) by filing Articles of Amendment with the Secretary
of State of the State of Minnesota, which became effective upon the close of
business on February 26, 2010 (the Effective Time).
As
a result of the Reverse Stock Split, every five shares of the Companys Common
Stock will automatically be converted into one share of the Companys Common
Stock immediately prior to the opening of trading on March 1, 2010. All fractional shares resulting from the
Reverse Stock Split will be rounded down, and shareholders of record will
receive cash in lieu of fractional shares to which they would otherwise have
been entitled, based upon the closing price of the Common Stock on February 26,
2010. The aggregate number of shares of Common Stock that the Company is authorized
to issue was proportionally reduced in the Articles of Amendment from
120 million to 24 million to reflect the Reverse Stock Split.
The
Companys Board of Directors approved the Reverse Stock Split on February 11,
2010. Under Minnesota law, no shareholder
approval of the Reverse Stock Split was required. The Reverse Stock Split does
not change the proportionate ownership interest of the shareholders of the
Company, nor have the voting rights or other rights of shareholders been
changed (except for the rights of shareholders to receive cash in lieu of
fractional shares). All outstanding stock options and other contractual rights
entitling the holders of such rights to acquire shares of Common Stock of the
Company outstanding at the Effective Time will be appropriately adjusted to
give effect to the Reverse Stock Split.
A
new CUSIP number (032681 207) has been issued for the Common Stock to
distinguish stock certificates issued after the Effective Time. The Common Stock will begin trading on March 1,
2010 on a reverse split basis under the symbol ANLYD, for a period of 20
trading days to indicate the Reverse Stock Split has occurred. Thereafter, it will resume trading under the
Companys usual symbol, ANLY.
Informational letters will be sent to all shareholders of record as of
the Effective Time by the Companys transfer agent, Wells Fargo Shareowner
Services.
A
copy of the Articles of Amendment to the Companys Articles of Incorporation is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item
5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 3.03 of this report is incorporated in this
Item 5.03 by reference in its entirety.
Item
8.01
On
February 26, 2010, the Company issued a press release announcing the
completion of the Reverse Stock Split. A copy of the press release
is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
2
Item
9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit Number
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Description
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3.1
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Articles of Amendment to
Articles of Incorporation of Analysts International Corporation.
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99.1
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Press Release dated
February 26, 2010
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3
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 26,
2010
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ANALYSTS
INTERNATIONAL CORPORATION
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/s/ Randy W. Strobel
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Randy W. Strobel
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Senior Vice President,
Chief Financial Officer
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4
EXHIBIT INDEX
Exhibit Number
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Description
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3.1
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Articles of Amendment to
Articles of Incorporation of Analysts International Corporation.
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99.1
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Press Release dated
February 26, 2010
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5
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