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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarter Ended June 30, 1996
Commission file number: 0-23156
CONSEP, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0874480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
213 S.W. Columbia Street, Bend, OR 97702
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (541) 388-3688
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.
[X] Yes [ ] No
Number of shares of common stock outstanding as of
July 30, 1996:
7,652,032 shares, $.01 par value per share
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 1996 Annual Meeting of Shareholders was held on Thursday, May 23,
1996, at which the following actions were taken by a vote of the shareholders:
1. Election of Directors
The following directors were elected, each to serve an additional
three-year term expiring in 1999, by the votes indicated below:
<TABLE>
<CAPTION>
Votes Votes
Director For Withheld
-------- --- --------
<S> <C> <C>
Volker G. Oakey 5,936,300 13,776
Peter H. Gleason 5,936,300 13,776
</TABLE>
2. Ratification of Appointment of Independent Auditors
By vote of 5,936,487 to 4,900 (with 9,683 abstentions), the
appointment, by the Board of Directors, of KPMG Peat Marwick LLP to act
as independent auditors for the Company for the year ending December
31, 1996, was ratified by the Company's shareholders.
3. Approval of Amendment to the 1993 Stock Incentive Plan
By a vote of 5,865,418 to 69,634 (with 15,024 abstentions), the
adoption, by the Board of Directors, of an amendment to the Consep,
Inc. 1993 Stock Incentive Plan (the "Plan") was approved by the
Company's shareholders, whereby an additional 100,000 shares of the
Company's Common Stock was reserved for issuance pursuant to the Plan.
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SIGNATURES
Pursuant to the requirements 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.
CONSEP, INC.
(REGISTRANT)
DATED: October 1, 1996 By: /s/ VOLKER G. OAKEY
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VOLKER G. OAKEY
Chairman of the Board,
President and Chief
Executive Officer
DATE: October 1, 1996 By: /s/ LARRY KATZ
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LARRY KATZ
Vice President, Finance and
Chief Financial Officer
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