U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: April 30, 1996
Commission file number: 0-20824
COMPUTER OUTSOURCING SERVICES, INC.
(Exact name of small business issuer as specified in its charter)
New York 13-3252333
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
360 West 31st Street New York, New York 10001
(Address of principal executive offices)
(212) 564-3730
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
There were 3,714,850 shares of the registrant's Common Stock, $0.01 par value,
outstanding as of June 12, 1996.
Transitional Small Business Disclosure Form (check one);
Yes [ ] No [X].
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PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on April 16, 1996 at
which the following actions were taken:
(1) Eight directors of the Company were elected for terms of one year, or until
their respective successors are duly elected and qualified. The following table
lists the name of each candidate for director, and the number of shares voted
for or withheld from each candidate:
Shares Voted Shares
Nominee For Election Withheld
----------------- ------------ ------------
Zach Lonstein 3,382,614 13,600
Jeffrey Millman 3,382,614 13,600
Anton P. Donde 3,382,464 13,750
Robert B. Wallach 3,382,614 13,600
Eugene Monosson 3,382,864 13,350
James D. Gerson 3,382,864 13,350
Richard A. Krantz 3,382,614 13,600
John C. Platt 3,382,614 13,600
(2) The Company's 1992 Stock Option and Stock Appreciation Rights Plan (the
"Plan") was amended to (a) permit automatic grants of options to purchase 1,250
shares of the Company's Common Stock to each outside director as compensation
for each Board meeting attended, and (b) to set at two the minimum number of
outside Directors needed to constitute the Committee to administer the Plan.
There were 3,290,104 shares voted in favor of the amendment, 100,760 shares
voted against the amendment, and 5,350 abstentions and broker nonvotes.
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COMPUTER OUTSOURCING SERVICES, INC. AND SUBSIDIARIES
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there-
unto duly authorized.
COMPUTER OUTSOURCING SERVICES, INC.
July 8, 1996 Zach Lonstein
Principal Executive Officer
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