SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(X) AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1996
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_____0-20109___________________________________________
Kronos Incorporated
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(Exact name of registrant as specified in its charter)
______Massachusetts_________________ ______ 04-2640942____________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 Fifth Avenue, Waltham, MA 02154
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(Address of principal executive offices) (Zip Code)
(617) 890-3232
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (l) 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 _____
As of March 30, 1996, 8,063,940 shares of the registrant's Common
Stock, $.01 par value, were outstanding (after giving effect to the
three-for-two stock split of the Company's Common Stock effected in the form of
a stock dividend paid on January 29, 1996 to stockholders of record on January
15, 1996.)
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Item 4. Submission of Matters to a Vote of Security Holders.
Item 4 is restated in its entirety as follows:
(a) The 1996 Annual Meeting of Stockholders of Kronos Incorporated
was held on February 2, 1996.
(b) At the Annual Meeting, Messrs. D. Bradley McWilliams and
Lawrence Portner were elected as Class I Directors for a
three-year term expiring in 1999. In addition, the
Directors whose terms of office continue after the meeting
are three Class II Directors: Messrs. Theodore G. Johnson,
David B. Kiser and Donald S. Levy and three Class III
Directors: Messrs. Mark S. Ain, Richard J. Dumler and Samuel
Rubinovitz. The tabulation of votes for each Director nominee
was as follows:
FOR WITHHELD
D. Bradley McWilliams 4,466,530 3,000
Lawrence Portner 4,466,330 3,200
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(c) The other items voted upon at the meeting were as follows:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
<S> <C> <C> <C> <C>
(i) Ratification of the 4,463,286 3,455 2,839 -----
selection of Ernst &
Young LLP
(ii) Approval of an 2,370,671 1,347,187 12,471 -----
amendment to the
Company's 1992
Equity Incentive
Plan (i) increasing
from 825,000 to
1,237,500 the
number of shares
reserved under the
Plan, and (ii)
limiting to 75,000
the number of shares
for which Awards
under the Plan may
be granted in any
calendar year (in
each case as
adjusted for the
three-for-two stock
split paid on
January 29, 1996 to
stockholders of
record on January
15, 1996)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KRONOS INCORPORATED
By /s/ Paul A. Lacy
Paul A. Lacy
Vice President of Finance
and Administration
(Duly Authorized Officer and
Principal Financial Officer)
June 17, 1996
