8-K

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 25, 2006(October 19, 2006)

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 76th Street, Minneapolis, Minnesota55435-3000
(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 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 1.01Entry into a Material Definitive Agreement

On October 19, 2006, Analysts International Corporation (the “Company”) entered into amendments to the existing Change in Control Agreements with certain of its officers and employees. The Company’s officers and other executive employees who were a party to the Second Amendment to Change in Control Agreement were Jeffrey P. Baker, John D. Bamberger, Colleen M. Davenport, Paulette Quist and David J. Steichen. The Company’s executive employees who were a party to the First Amendment to Change in Control Agreement were Praba Manivasager, David Jenkins and Walter Michels. The existing Change in Control Agreements call for a payment to the executive of 2.99 times the sum of the executive’s base salary plus targeted incentive compensation. The amendment to the Change in Control Agreements would limit the payment to 2.99 times the executive’s current base salary. The amendments will be effective as of January 1, 2007.

The foregoing summary of the amendments to the Change in Control Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of First Amendment to Change in Control Agreement and Form of Second Amendment to Change in Control Agreement attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and incorporated by reference as if fully set forth herein.

Item 5.02Election of Director

The Company announced on October 23, 2006 that on October 19, 2006, the Company’s current President and Chief Executive Officer, Jeffrey P. Baker, was appointed to the Company’s Board of Directors. In connection with his appointment to the Board, Mr. Baker has agreed to enter into an agreement with the Company stipulating that if Mr. Baker ceased being an employee of the Company for any reason he would immediately resign his position as a director of the Company.

The full text of the press release issued in connection with Mr. Baker’s appointment to the Board of Directors is attached hereto as Exhibit 99.1 and incorporated by reference into this Current Report as if fully set forth herein.

Item 9.01Financial Statements and Exhibits.

(a)Financial statements: None.

(b)Pro forma financial information: None.

(c)Shell Company Transactions: None.

(d)Exhibits:

10.1Form of First Amendment to Change in Control Agreement

10.2 Form of Second Amendment to Change in Control Agreement

99.1Press Release dated October 23, 2006

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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.

Date:	October 25, 2006	ANALYSTS INTERNATIONAL CORPORATION
		/s/ David J. Steichen
		David J. Steichen
		Chief Financial Officer

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ANALYSTS INTERNATIONAL CORPORATION

EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.:
October 25, 2006	0-4090

EXHIBIT NO.	ITEM
10.1	Form of First Amendment to Change in Control Agreement
10.2	Form of Second Amendment to Change in Control Agreement
99.1	Press Release dated October 23, 2006

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EX-10.1

EXHIBIT 10.1

AMENDMENT

This Amendment (hereinafter “Amendment”), effective as of January 1, 2007, is made between Analysts International Corporation, a Minnesota corporation located at 3601 West 76^th Street, Minneapolis, Minnesota 55435-0898 (the “Company”) and ______________ (the “Executive”). The Company and the Executive agree as follows:

WHEREAS, on ___________, 20__, the Company and the Executive entered into an Agreement (the “Original Agreement”) which provides for certain payments and other benefits in the event the Executive’s employment is terminated in connection with a change of control transaction;

WHEREAS, the Company and the Executive mutually and voluntarily agree to this Amendment to the Original Agreement;

NOW, THEREFORE, in consideration of the foregoing and the covenants contained herein and in the Original Agreement, and for other good and valuable consideration the receipt and sufficiency of which is specifically acknowledged by the parties, the Company and the Executive agree as follows:

1.Effective January 1, 2007, Paragraph 10 of Exhibit A to the Agreement is hereby amended its entirety to read as follows:

“10.‘Eligible Earnings’ means the Executive’s Base Pay.”

2.Effective January 1, 2007, Paragraph 19 of Exhibit A to the Agreement is hereby deleted in its entirety and shall be of no further force or effect.

3.Except as otherwise modified herein, all other terms and conditions of the Agreement shall remain in full force and effect.

The Company and the Executive have each voluntarily consented to, and executed, this Amendment as of the date first above written.

ANALYSTS INTERNATIONAL

CORPORATION

By: _____________________________________

Its: _____________________________________

 ___________________________________

Executive

EX-10.2

EXHIBIT 10.2

SECOND AMENDMENT

This Second Amendment, effective as of January 1, 2007, is made by and between Analysts International Corporation, a Minnesota corporation located at 3601 West 76^th Street, Minneapolis, Minnesota 55435-0898 (the “Company”) and ___________________ (the “Executive”). The Company and the Executive agree as follows:

WHEREAS, effective ___________, 20__, the Company and the Executive entered into an Agreement (the “Original Agreement”) which provides for certain payments and other benefits in the event the Executive’s employment is terminated in connection with a change of control transaction, and which was amended, effective March 15, 2005 (the “First Amendment”); and

WHEREAS, the Company and the Executive mutually and voluntarily agree to this Second Amendment to the Original Agreement;

NOW, THEREFORE, in consideration of the foregoing and the covenants contained herein and in the Original Agreement, and for other good and valuable consideration the receipt and sufficiency of which is specifically acknowledged by the parties, the Company and the Executive agree as follows:

1.Effective January 1, 2007, the First Amendment is hereby rescinded, and shall be of no further force and effect.

2.Paragraph 10 of Exhibit A to the Agreement is hereby amended its entirety to read as follows:

“10.‘Eligible Earnings’ means the Executive’s Base Pay.”

3.Effective January 1, 2007, Paragraph 19 of Exhibit A to the Agreement is hereby deleted in its entirety and shall be of no further force or effect.

4.Except as otherwise modified herein, all other terms and conditions of the Agreement shall remain in full force and effect.

The Company and the Executive have each voluntarily consented to, and executed, this Second Amendment as of the date first above written.

ANALYSTS INTERNATIONAL

CORPORATION

By: _____________________________________

Its: _____________________________________

 ___________________________________

Executive

EX-99.1

EXHIBIT 99.1

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

Analysts International Appoints Jeffrey P. Baker, CEO To Board of Directors

MINNEAPOLIS — October 23, 2006— Analysts International (NASDAQ: ANLY) announced today that Jeffrey P. Baker, President and Chief Executive Officer of Analysts International has been appointed to the Company’s Board of Directors effective immediately. Baker's appointment brings the number of members of the Board to eight, with six being independent directors.

Mike LaVelle, Chairman, commented, "We are very pleased to welcome Jeff to the Board. He brings valuable insights and experience and we look forward to his continued contributions."

Jeff Baker joined the Company as President in June, 2004 and became Chief Executive Officer in January, 2006. Prior to joining the Company, Baker was a partner with PricewaterhouseCoopers.

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; Solutions Services, which provides business solutions and network infrastructure services; Managed IT Services and Government 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 www.analysts.com.