UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended October 31, 2013

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

For the transition period from
 to

Commission File Number 0-6715







LOGO

ANALOGIC CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Massachusetts                                                  |  | 04-2454372                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|8 Centennial Drive, Peabody, Massachusetts                     |  | 01960                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(978) 326-4000

(Registrants telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report.)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | x                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act.)    Yes   ̈    No  x

The number of shares of common stock outstanding at November 29, 2013 was 12,430,661.









---

EXPLANATORY NOTE

Analogic Corporation (the Company, we, or our) is filing this Amendment No. 1 to our Quarterly Report on Form 10-Q
for the quarter ended October 31, 2013, as originally filed with the Securities and Exchange Commission (the SEC) on December 10, 2013 for the sole purpose of amending and restating Item 4. Controls and Procedures. As
originally filed, Item 4 incorrectly stated the nature of the assessment performed in connection with the quarter. Item 4 has been amended and restated to correctly reflect managements conclusions regarding the effectiveness of our
disclosure controls and procedures as of October 31, 2013 and certain changes in our internal control over financial reporting. Except as amended below in connection with Item 4, there are no other amendments to the Form 10-Q as originally
filed. This Form 10-Q/A includes Exhibits 31.1, 31.2, 32.1 and 32.2, certifications by the companys principal executive officer and principal financial officer as required by Rule 12b-15.



---

|Item 4. | Controls and Procedures
|------- | -----------------------

Our management, with the participation of our principal
executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of October 31, 2013. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that
it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal executive officer and
principal financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls
and procedures as of October 31, 2013, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in internal control over financial reporting

In 2013, we completed the installation and integration of a new enterprise resource planning system for certain of our locations. The new
system upgraded our overall information system capabilities, including our financial reporting systems, and supports improved business processes and enhanced internal controls. We expect to continue with the installation and integration of the new
system across additional locations. There were no other changes in our internal control over financial reporting during the three months ended October 31, 2013 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.



|Item 6. | Exhibits
|------- | --------

The exhibits listed on the Exhibit Index immediately preceding such exhibits,
which is incorporated herein by reference, are filed or furnished as part of this quarterly report on Form 10-Q.



---

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
thereunto duly authorized.



|                       |  |  |  |                                                             
|---------------------- |  |  |  | ------------------------------------------------------------
|                       |  |  |  | ANALOGIC CORPORATION                                        
|                       |  | 
|Date: February 7, 2014 |  |  |  | /s/ James W. Green                                          
|                       |  |  |  | James W. Green                                              
|                       |  |  |  | President and Chief Executive Officer                       
|                       |  |  |  | (Principal Executive Officer)                               
|                       |  | 
|Date: February 7, 2014 |  |  |  | /s/ Michael L. Levitz                                       
|                       |  |  |  | Michael L. Levitz                                           
|                       |  |  |  | Senior Vice President, Chief Financial Officer and Treasurer
|                       |  |  |  | (Principal Financial Officer)                               



---

EXHIBIT INDEX



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 
|10.1*   |  | Form of Notice to Executive Officers (at Vice President or higher level) Regarding the Fiscal Year 2014 Annual Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 
|10.2*   |  | Form of Annual Retainer Deferral Election                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|31.1    |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|31.2    |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|32.1    |  | Certification of Principal Executive Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 
|32.2    |  | Certification of Principal Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 
|101++   |  | The following materials from Analogic Corporations Quarterly Report on Form 10-Q for the quarter ended October 31, 2013 are formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated
Balance Sheets at October 31, 2013 and July 31, 2013, (ii) the Condensed Consolidated Statements of Operations for the three months ended October 31, 2013 and October 31, 2012, (iii) the Condensed Consolidated Statements of Comprehensive (Loss)
Income for the three months ended October 31, 2013 and October 31, 2012, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2013 and October 31, 2012 and (v) Notes to Unaudited Condensed
Consolidated Financial Statements.



|* | Previously filed
|- | ----------------