Exhibit 4.1


 


AMENDMENT
NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT


 


This Amendment No. 1 to
Amended and Restated Rights Agreement is made as of May 25, 2010 by and
between ANALYSTS INTERNATIONAL CORPORATION, a Minnesota corporation (the “Company”),
and WELLS FARGO BANK, N.A. (the “Rights Agent”).  Capitalized terms used herein and not
otherwise defined shall have the meaning given to them in the Amended Rights
Agreement (as defined below).


 


Whereas, as of February 27,
2008 the Board of Directors of the Company and the Rights Agent entered into an
Amended and Restated Rights Agreement (the “Amended Rights Agreement”).


 


Whereas, on February 11,
2010, the Company’s Board of Directors declared a 1-for-5 reverse stock split
(the “Reverse Stock Split”) of the Company’s common shares to all holders of
record effective February 26, 2010. 
The Reverse Stock Split was implemented by an amendment to the Company’s
Articles of Incorporation which was filed with the Minnesota Secretary of State
on February 26, 2010.


 


Whereas, following the
Reverse Stock Split, the Company’s total authorized number of shares was
reduced to from 120,000,000 to 24,000,000 common shares and the par value of
ten cents ($0.10) per share remained unchanged. All fractional shares were
rounded down such that any shareholder that would otherwise be entitled to
receive a fractional share would be entitled to a payment of the fair market
value of the fractional share in cash. 
The Reverse Stock Split also resulted in proportionate adjustments under
the Amended Rights Plan in (a) the number of Rights outstanding under the
Amended Rights Plan, (b) the number of shares issuable under the Amended
Rights Plan on the exercise of such Rights, and (c) the Purchase Price.


 


Whereas, in accordance with Section 27
of the Amended Rights Agreement, the Company wishes to amend certain provisions
of the Amended Rights Agreement, as the Company deems necessary and desirable,
as hereinafter set forth; and


 


Whereas, in accordance with Section 27
of the Amended Rights Agreement, the Company and the Rights Agent wish to
evidence such amendments in a writing signed by the Company and the Rights
Agent.


 


Accordingly, in
consideration of the premises and the mutual agreements herein set forth, the
parties hereby amend the Amended Rights Agreement as follows:


 


1.                                               Section 7(b) of the Amended Rights
Agreement shall be deleted in its entirety and replaced with the following in
lieu thereof:


 


(b)              The Purchase Price for each Common Share
pursuant to the exercise of a Right shall initially be $30.00, shall be subject
to adjustment from time to time as provided in Sections 11 and 13 hereof and
shall be payable in lawful money of the United States of America in accordance
with paragraph (c) below.


 


2.                                               Section 12 of the Amended Rights Agreement
shall be deleted in its entirety and replaced with the following in lieu
thereof:


 


Section 12.  Certificate of Adjusted Price or Number of
Shares.  Whenever an adjustment is
made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare
a certificate setting forth such adjustment and a brief statement of the facts
accounting for such adjustment, (b) file with the Right Agent and with 


 


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each transfer agent of the
Common Shares a copy of such certificate and (c) make the disclosures
required under the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder by the United States Securities and Exchange
Commission.


 


3.                                               Section 25(a) of the Amended Rights
Agreement shall be deleted in its entirety and replaced with the following in
lieu thereof:


 


(a) 
Notice of Certain Events.  In case the Company shall propose (i) to
pay any dividend payable in stock of any class to the holders of its Common
Shares or to make any other distribution to the holders of its Common Shares
(other than a regular quarterly cash dividend) or (ii) to offer to the
holders of its Common Shares rights or warrants to subscribe for or to purchase
any additional Common Shares or shares of stock of any class or any other
securities, rights or options or (iii) to effect any reclassification of
its Common Shares (other than a reclassification involving only the combination
or subdivision of outstanding Common Shares) or (iv) to effect any consolidation
or merger into or with, or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one
or more transactions, of 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to, any other Person or (v) to
effect the liquidation, dissolution or winding-up of the Company or (vi) to
declare or pay any dividend on the Common Shares payable in Common Shares or to
effect a subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of such
proposed action, which shall specify the record date for the purposes of such
stock dividend, or distribution of rights or warrants, or the date on which
such reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the Common Shares, if any such date is to be fixed,
and such notice shall be so given in the case of any action covered by clause (i) or
(ii) above at least 20 days prior to the record date for determining
holders of the Common Shares for purposes of such action, and in the case of
any such other action, at least 20 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
Common Shares, whichever shall be the earlier.


 


4.                                               Exhibit A to the Amended Rights
Agreement shall be deleted in its entirety and replaced with Exhibit A
(Amended) attached hereto and made a part hereof.


 


5.                                               Exhibit B to the Amended Rights
Agreement shall be deleted in its entirety and replaced with Exhibit B
(Amended) attached hereto and made a part hereof.


 


6.                                               The Rights Agent hereby confirms that this
Amendment No. 1 satisfies the requirement, set forth in Section 27 of
the Amended Rights Agreement, that a certificate be delivered to the Rights
Agent in respect of a proposed amendment to the Amended Rights Agreement.


 


Except as expressly modified
and amended in this Amendment No. 1 to Amended and Restated Rights
Agreement, all other provisions of the Amended and Restated Rights Agreement
dated as of February 27, 2008 shall remain in full force and effect and
unchanged.  In the event of any ambiguity or conflict between this
Amendment No. 1 and any of the terms, conditions or other provisions of
the Amended and Restated Rights Agreement,  the terms and
conditions of this Amendment No. 1 shall control and govern.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment No. 1 to be duly 


 


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executed and their
respective corporate seals to be hereunto affixed and attested, all as of the
day and year first above written.


 


 


	
  Attest:

  	
   

  	
  ANALYSTS INTERNATIONAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Robert E. Woods

  	
   

  	
  By

  	
  /s/ A.
  Borgstrom

  
	
   

  	
  Secretary

  	
   

  	
   

  	
  Chief Executive Officer and
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Jenni L. Leno

  	
   

  	
  By

  	
  /s/ Steven
  J. Hall

  
	
   

  	
  Assistant
  Secretary

  	
   

  	
  Title

  	
  Vice
  President

  



 


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Exhibit A (Amended)


 


FORM OF
RIGHT CERTIFICATE


 


	
  Certificate No. R-

  	
   

  	
                                      Rights

  



 


 


NOT
EXERCISABLE AFTER FEBRUARY 27, 2018 OR EARLIER IF REDEMPTION OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001
PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 11(a)(ii) AND
SECTION 13 OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS OR ANY SUBSEQUENT HOLDER OF SUCH-RIGHTS MAY BECOME NULL
AND VOID.  IF THE RIGHTS REPRESENTED BY
THIS RIGHT CERTIFICATE WERE ISSUED TO A PERSON WHO WAS AN ACQUIRING PERSON OR
AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT), THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 11(a)(ii) AND
SECTION 13 OF THE RIGHTS AGREEMENT.


 


Right
Certificate


 


ANALYSTS
INTERNATIONAL CORPORATION


 


This certifies that
                    ,
or registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms, provisions
and conditions of the Rights Agreement, dated as of June 16, 1989, as
amended and restated as of February 27, 2008 and as thereafter amended as
of May 25, 2010 (collectively, the “Amended Rights Agreement”),
between ANALYSTS INTERNATIONAL CORPORATION, a Minnesota corporation (the “Company”),
and WELLS FARGO BANK, N.A., (the “Rights Agent”), to purchase from the
Company at any time after the Distribution Date (as such term is defined in the
Amended Rights Agreement) and prior to 5:00 P.M. (Minneapolis time) on February 27,
2018 at the principal offices of the Rights Agent, or at the office of its
successor as Rights Agent, one fully paid nonassessable Common Share, $0.10 par
value (the “Common Shares”), of the Company, at a purchase price of $30.00
per one Common Share (the “Purchase Price”), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase
duly executed.  The number of Rights evidenced
by this Right Certificate (and the number of Common Shares which may be
purchased upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of February 27, 2008,
based on the Common Shares as constituted at such date.


 


As provided in the Amended
Rights Agreement, the Purchase Price and the number of Common Shares which may
be purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening of
certain events.


 


This Right Certificate is
subject to all of the terms, provisions and conditions of the Amended Rights
Agreement, which terms, provisions and conditions are hereby incorporated
herein by reference and made a part hereof and to which Amended Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates.  Copies of the Amended Rights Agreement are on
file at the principal executive offices of the Company and the offices of the
Rights Agent.


 


This Right Certificate, with
or without other Right Certificates, upon surrender at the principal offices of
the Rights Agent, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of Common Shares as the Rights evidenced by
the Right Certificate or Right Certificates surrendered shall have entitled
such holder to purchase.  If this Right
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Right Certificate or Right Certificates for the
number of whole Rights not exercised.


 


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Subject to the provisions of
the Amended Rights Agreement, the Rights evidenced by this Right Certificate
may, but are not required to, be redeemed by the Company at a redemption price
of $0.001 per Right.


 


No fractional Common Shares
will be issued upon the exercise of any Right or Rights evidenced hereby, but
in lieu thereof a cash payment will be made, as provided in the Amended Rights
Agreement.


 


No holder of this Right
Certificate shall be entitled to vote or receive dividends or be deemed for any
purpose the holder of the Common Shares or of any other securities of the Company
which may at any time be issuable on the exercise hereof, nor shall anything
contained in the Amended Rights Agreement or herein be construed to confer upon
the holder hereof, as such, any of the rights of a shareholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in the Amended Rights Agreement), or to
receive dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised as provided in
the Amended Rights Agreement.


 


This Right Certificate shall
not be valid or obligatory for any purpose until it shall have been
countersigned by the Rights Agent.


 


WITNESS the facsimile
signatures of the proper officers of the Company and its corporate seal.  Dated as of
                    ,
20    .


 


	
  Attest:

  	
   

  	
  ANALYSTS INTERNATIONAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WELLS FARGO BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Authorized Signature

  



 


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Form of Reverse Side of Right Certificate


 


FORM OF
ASSIGNMENT


 


(To be
executed by the registered holder if such holder desires to transfer the Right
Certificate.)


 


	
  FOR VALUE RECEIVED

  	
   

  
	
   

  
	
  hereby sells, assigns
  and transfers unto

  	
   

  
	
   

  	
   

  
	
   

  
	
  (Please print
  name and address of transferee)

  
	
   

  
	
   

  
	
  this Right Certificate, together with all right,
  title and interest therein, and does hereby irrevocably constitute and
  appoint
                      
  Attorney, to transfer the within Right Certificate on the books of the within-named
  Company, with full power of substitution.

  
			



 


	
  Dated:                                    ,
  20    

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  



 


 


Signature
Medallion Guaranteed:


 


Your signature must be
medallion guaranteed by an eligible guarantor institution (Commercial Bank, Trust
Company, Securities Broker/Dealer, Credit Union or Savings Association)
participating in a Medallion program approved by the Securities Transfer
Association Inc.


	
   

  	
   

  



 


The undersigned hereby
certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Amended Rights Agreement).


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


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Form of
Reverse Side of Right Certificate — continued


 


FORM OF
ELECTION TO PURCHASE


 


(To be executed by
the registered holder if such holder desires to exercise the Right
Certificate.)


 


To:                            ANALYSTS INTERNATIONAL CORPORATION


 


The undersigned hereby
irrevocably elects to exercise
                    
Rights represented by this Right Certificate to purchase the Common Shares
issuable upon the exercise of such Rights and requests that certificates for
such Common Shares be issued in the name of:


 


	
  Please insert social security or other identifying
  number

  	
   

  
	
   

  
	
   

  
	
  (Please print
  name and address)

  
	
   

  
	
   

  
	
  If such number of
  Rights shall not be all the Rights evidenced by this Right Certificate, a new
  Right Certificate for the balance remaining of such Rights shall be
  registered in the name of and delivered to:

  
	
   

  
	
  Please insert social security or other identifying
  number

  	
   

  
	
   

  	
   

  
	
   

  
	
  (Please print
  name and address)

  



 


	
  Dated:                                    ,
  20   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  



 


 


Signature Medallion Guaranteed:


 


Your signature must be
medallion guaranteed by an eligible guarantor institution (Commercial Bank,
Trust Company, Securities Broker/Dealer, Credit Union or Savings Association)
participating in a Medallion program approved by the Securities Transfer
Association Inc.


	
   

  	
   

  



 


The undersigned hereby
certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Amended Rights Agreement).


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


7

















 


Form of Reverse Side of Right Certificate —
continued


 


NOTICE


 


The signatures in the
foregoing Forms of Assignment and Election must correspond to the name as
written upon the face of this Right Certificate in every particular, without
alteration or enlargement or any change whatsoever.


 


In the event the
certification set forth above in the Forms of Assignment and Election is not
completed, the Company will deem the beneficial owner of the Rights evidenced
by this Right Certificate to be an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Amended Rights Agreement) and, in the case of an
Assignment, will affix a legend to that effect on any Right Certificates issued
in exchange for this Right Certificate.


 


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Exhibit B
(Amended)


 


SUMMARY
OF RIGHTS TO PURCHASE COMMON SHARES


 


On June 15, 1989,
the Board of Directors of ANALYSTS INTERNATIONAL CORPORATION (the “Company”)
declared a dividend of one common share purchase right (a “Right”) for
each outstanding share of the Common Shares, $0.10 par value (the “Common
Shares”), of the Company. The dividend was payable on June 30, 1989 to
the shareholders of record on that date. As amended, each Right entitles the
registered holder to purchase from the Company one Common Share of the Company,
at a price of $30.00 per Common Share (the “Purchase Price”), subject to
adjustment. The description and terms of the Rights are set forth in the
Amended and Restated Rights Agreement dated as of February 27, 2008, as
thereafter amended as of May 25, 2010, between the Company and WELLS FARGO
BANK, N.A. (the “Rights Agent”). The Amended and Restated Rights
Agreement dated as of February 27, 2008, as thereafter amended as of May 25,
2010, is referred to in this Exhibit B (Amended) as the “Amended Rights
Agreement.”


 


Until the earlier to
occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an “Acquiring Person”)
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding Common Shares or (ii) 10 days following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such outstanding Common Shares
(the earlier of such dates being called the “Distribution Date”), the
Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of June 30, 1989, by such Common Share certificate with a
copy of this Summary of Rights attached thereto.


 


The Amended Rights
Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after June 30, 1989 upon transfer or new issuance of
the Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares,
outstanding as of, or after, June 30, 1989, even without such notation or
a copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (“Right Certificates”) will be mailed
to holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.


 


The Rights are not
exercisable until the Distribution Date. The Rights will expire on February 27,
2018 (the “Final Expiration Date”), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed by the Company, in each case
as described below.


 


The Purchase Price
payable, and the number of Common Shares or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of the Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities convertible
into Common Shares with a conversion price, less than the then current market
price of the Common Shares or (iii) upon the distribution to holders of
the Common Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Common Shares) or of subscription rights or warrants (other than
those referred to above).


 


The number of outstanding
Rights and the number of Common Shares issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares
or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, combinations or consolidations of the Common Shares, occurring,
in any such case, prior to the Distribution Date.


 


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Common Shares purchasable
upon exercise of the Rights will be identical to other Common Shares of the
Company.


 


In the event that the
Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power is sold, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. Subject to redemption or exchange, in the event
that any person becomes an Acquiring Person, proper provision will be made so
that each holder of a Right, other than Rights that are beneficially owned by
the Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares having a market
value of two times the then current exercise price of the Right.


 


At any time after the
acquisition by a person or group of affiliated or associated persons of
beneficial ownership of 15% or more of the outstanding Common Shares and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one Common Share (or of a share of a
class or series of the Company’s preferred stock having equivalent rights,
preferences and privileges, or cash), per Right (subject to adjustment).


 


With certain exceptions,
no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No
fractional Common Shares will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Common Shares on the last
trading date prior to the date of exercise.


 


At any time until 10 days
after public announcement that a person or group of affiliated or associated
persons has acquired beneficial ownership of 15% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (the “Redemption Price”).
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish.


 


The terms of the Rights
may be amended by the Board of Directors of the Company without the consent of
the holders of the Rights, including an amendment to lower the threshold for
exercisability of the Rights from 15% to not less than the greater of (i) any
percentage greater than the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%; except that from and after
the date there is an Acquiring Person, no such amendment may adversely affect
the interests of the holders of the Rights.


 


Until a Right is
exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive
dividends.


 


The Rights have certain
anti-takeover effects. The Rights will cause substantial dilution to a person
or group that attempts to acquire the Company on terms not approved by the Company’s
Board of Directors, except pursuant to an offer conditioned on a substantial
number of Rights being acquired. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors since
the Rights may be redeemed by the Company at the Redemption Price prior to or
on 10 days after the time that a person or group has acquired beneficial
ownership of 15% or more of the Common Shares.


 


The Amended Rights
Agreement, specifying the terms of the Rights and including the form of Right
Certificate, is available from the Company upon request and at no charge. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Amended Rights Agreement, which
is hereby incorporated herein by reference.


 


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