-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ul18nsfZSihcC+TI8gSm9hyufTHwuX3yl8UhbfEJlBVFeqYy9wF+8QxeOVuFWtFO dKpgYKDiC4ZCrDvlzkH9Vw== 0000006292-07-000063.txt : 20071109 0000006292-07-000063.hdr.sgml : 20071109 20071109122904 ACCESSION NUMBER: 0000006292-07-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071109 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANALYSTS INTERNATIONAL CORP CENTRAL INDEX KEY: 0000006292 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 410905408 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04090 FILM NUMBER: 071229545 BUSINESS ADDRESS: STREET 1: 3601 WEST 76TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55435 BUSINESS PHONE: 952-835-5900 MAIL ADDRESS: STREET 1: 3601 WEST 76TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55435 8-K 1 form8k.htm 8-K 11-9-07 form8k.htm
 


 

 
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):  November 9, 2007


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))
 

 






1


Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On November 9, 2007, Analysts International Corporation (the “Company”) provided notice to its directors and executive officers of an upcoming blackout period (the “Notice”) under the Analysts International Corporation Savings and Investment Plan (the “401(k) Plan”) due to the transfer of assets in the 401(k) Plan in connection with a change in retirement plan vendors. The blackout period is expected to begin at 3:00 p.m. Eastern Standard Time on November 26, 2007, and end on or about December 17, 2007 (the “Blackout Period”).  During the Blackout Period, participants will be unable to direct or diversity investments, including the Company’s common stock.

The Notice provided to the Company’s directors and executive officers was given pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission Regulation BTR.  The full text of the Notice is being filed as Exhibit 99.1 to this Current Report and is incorporated by reference as if fully set forth herein.

A participant in the Plan, a security holder or other interested party may obtain, without charge, information concerning the Blackout Period (including the actual end date of the Blackout Period) during, and for two years following the end date of, the Blackout Period by contacting the Company’s General Counsel at 800-800-5044.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number
Description
   
99.1
Notice of Blackout Period to Directors and Executive Officers of Analysts International Corporation dated November 9, 2007.


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:
November 9, 2007
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
Notice of Blackout Period to Directors and Executive Officers of Analysts International Corporation dated November 9, 2007.
 


3


EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1 exhibit99_1.htm
EXHIBIT 99.1
 

Important Notice to Directors and Executive Officers of
Analysts International Corporation
Concerning the Blackout Period under the Analysts International Corporation Savings and Investment Plan (“401(k) Plan”)

As you know, the Analysts International Corporation Savings and Investment Plan (the “401(k) Plan”), will be changing its retirement plan vendor from Mercer Trust Company (“Mercer”) to Wachovia Bank, National Association (“Wachovia”) effective December 3, 2007.  In connection with this change and the related transfer of participant accounts, the participants in the 401(k) Plan will be subject to a “blackout period” during which they will be prohibited from directing or diversifying investments, including Company common stock held in the Analysts International Corporation Common Stock Fund.  The blackout period is necessary in order for participants’ accounts to be transferred from Mercer to Wachovia.

The blackout period during which our 401(k) Plan participants are prohibited from trading in company stock qualifies as a blackout period under the Sarbanes-Oxley Act and therefore requires us to prohibit Analysts directors and executive officers from trading in Analysts common stock during the blackout period.

The blackout period will begin at 3:00 p.m. Eastern Standard Time on November 26, 2007 and is expected to end during the week of December 17, 2007.  We will inform you of any changes to the dates of the blackout period, if any, and will notify you when the blackout period has ended.  During this period, you may contact Colleen Davenport at cdavenport@analysts.com or by calling 800-800-5044 to determine whether the blackout period has started or ended.

During the blackout period, you will not be permitted to purchase, sell or otherwise transfer, directly or indirectly, any shares of Analysts common stock.  The prohibition covers securities acquired “in connection with your service as a director or executive officer.”  This definition is broad and includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option or a restricted stock grant or an incentive or bonus plan), as a direct or indirect inducement to become an employee or to join the Board of Directors, at a time while in a business relationship with the Company or in transactions between you and the Company.  Covered transactions are not limited to those involving your direct ownership, but also include any transaction in which you have a pecuniary interest.

The following are examples of transactions that you may not engage in during the blackout period:

o  
Exercising stock options granted to you in connection with your service as a director or executive officer
o  
Selling Analysts common stock that you acquired by exercising options
o  
Selling Analysts common stock that you originally received as a restricted stock grant

Securities not acquired in connection with your service as a director or executive officer are not covered; however, if you own both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares, unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

The trading prohibition does not apply to certain exempt transactions such as bona fide gifts, bequests or transfers pursuant to domestic relations orders.

If you engage in a transaction that violates these rules, you can be required to disgorge to Analysts any profit from the transaction, and you are subject to civil and criminal penalties.  Therefore, we strongly encourage you to refrain from making any trades in Analysts common stock during the blackout period.

The rules summarized above are complex, and the possible civil and criminal penalties could be severe.  We therefore request that you contact Colleen Davenport, at cdavenport@analysts.com or at 800-800-5044 if you have any questions about this notice, whether certain transactions are prohibited or any other questions you may have about the blackout period.

November 9, 2007
 



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