As filed with the Securities & Exchange Commission on October 25, 1996
Registration No. 33-79438
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
Post-Effective Amendment No. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KRONOS INCORPORATED
(Exact name of issuer as specified in its charter)
Massachusetts 04-2640942
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Fifth Avenue
Waltham, Massachusetts 02154
(Address of Principal Executive Offices) (Zip Code)
Mark S. Ain
Chief Executive Officer
Kronos Incorporated
400 Fifth Avenue
Waltham, Massachusetts 02154
(Name and address of agent for service)
(617) 890-3232
(Telephone number, including area code, of agent for service)
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<PAGE>
Pursuant to a Registration Statement on Form S-3 (File 33-79438),
Kronos Incorporated (the "Company") registered under the Securities Act of 1933,
119,979 shares of Common Stock, $.01 par value per share, of the Company, which
shares were to be sold by certain stockholders of the Company pursuant to such
Registration Statement. This Post-Effective Amendment No. 1 to the Registration
Statement is being filed for the purpose of deregistering 1,136 of such shares
of Common Stock of the Company, which constitute all of such registered shares
which have not been sold as of the date hereof.
<PAGE>
Pursuant to Rule 478 promulgated under the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to be signed on
its behalf by the undersigned, thereby duly authorized, in the City of Waltham,
Massachusetts, on this 25th day of October, 1996.
KRONOS INCORPORATED
BY: \s\ Mark S. Ain
Mark S. Ain
Chief Executive Officer
<PAGE>
Exhibit Index
Exhibit
Number Description
23.1 Consent of Ernst & Young LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference in the Form S-3 Registration Statement (No.33-79438)
Post Effective Amendment No. 1 of our reports dated October 26, 1995 and
December 18, 1995, with respect to the financial statements of Kronos
Incorporated incorporated by reference in its Annual Report (Form 10-K) for the
year ended September 30, 1995, and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission
October 24, 1996
Boston, Massachusetts Ernst & Young LLP
