SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2 TO FORM 10-K
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from _________ to __________
COMMISSION FILE NUMBER: 0-16612
CNS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1580270
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P.O. BOX 39802
MINNEAPOLIS, MN 55439
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (612) 820-6696
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS
COMMON STOCK, PAR VALUE OF $.01 PER SHARE
PREFERRED STOCK PURCHASE RIGHTS
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 if disclosure of delinquent filers pursuant to Rule 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 5, 1996, assuming as market value the price of $20.75 per share, the
closing sale price of the Company's Common Stock on the Nasdaq National Market,
the aggregate market value of shares held by non-affiliates was $317,598,587.
As of March 5, 1996, the Company had outstanding 17,436,052 shares of Common
Stock of $.01 par value per share.
Documents Incorporated by Reference: The Company's Proxy Statement for its
Annual Meeting of Shareholders to be held in April 1996, a definitive copy of
which will be filed with the Commission within 120 days of December 31, 1995, is
incorporated by reference into Part III of this Form 10-K.
The Form 10-K is hereby amended by listing "Preferred Stock Purchase
Rights" on the cover page as a security registered under Section 12(g) of the
Securities Exchange Act of 1934 and removing the reference to "Series A Junior
Participating Preferred Stock" from such list.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CNS, INC.
("Registrant")
Dated: April 16, 1996 By /s/ Daniel E. Cohen, M.D.
--------------------------
Daniel E. Cohen, M.D.
Chairman of the Board, Chief Executive
Officer, Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on April 16, 1996 on behalf of
the Registrant in the capacities indicated.
/s/ Daniel E. Cohen, M.D.
- --------------------------
Daniel E. Cohen, M.D.
Chairman of the Board and Chief
Executive Officer, Treasurer and Director
(Principal Executive Officer)
/s/ Richard E. Jahnke
- --------------------------
Richard E. Jahnke
Director, President and
Chief Operating Officer
/s/ David J. Byrd
- --------------------------
David J. Byrd
Vice President of Finance and Chief
Financial Officer
(Principal Financial and Accounting Officer)
*
- --------------------------
Patrick Delaney, Director
*
- --------------------------
R. Hunt Greene, Director
*
- --------------------------
Andrew J. Greenshields, Director
*
- --------------------------
Richard W. Perkins, Director
*By: /s/ Daniel E. Cohen, M.D.
- ------------------------------
Daniel E. Cohen, M.D.,
Attorney-In-Fact
