SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 10549 FORM 10-Q AMENDMENT NUMBER 1 (Mark One) (X) Quarterly report pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 29, 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 0-10843 CSP Inc. (Exact name of registrant as specified in its charter) Massachusetts 04-2441294 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No. 40 Linnell Circle, Billerica, Massachusetts (Address of principal executive offices) Registrant's telephone number, including area code:(508)663-7598 NONE (Former name, former address, former fiscal year, if changed since last report) 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 ( ) APPLICABLE ONLY TO CORPORATE USERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding January 7, 1997 Common stock, $.01 par value 2,661,970 shares This amendment is being filed to correct the deferred compensation and retirement plans line of the Balance Sheet. CSP, INC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) November 29, August 30, 1996 1996 (Unaudited) ASSETS Current assets: Cash and cash equivalents $10,549 $10,928 Marketable securities 7,477 6,127 Accounts receivable, net 2,918 4,147 Inventories (Note 2) 2,618 2,405 Deferred income taxes 481 481 Prepaid expenses 433 351 Total current assets 24,476 24,439 Property, equipment and improvements, net 3,507 3,607 Other assets: Land held for future development 163 163 Deferred income taxes 407 409 Other assets 919 918 Total other assets 1,489 1,490 Total assets $29,472 $29,536 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $1,403 $1,425 Income taxes payable 93 214 Total current liabilities 1,496 1,639 Deferred compensation and retirement plans 2,153 2,093 Shareholders' equity: Common stock,$.01 par,authorized 7,500,000 shares; issued 2,962,284 and 2,957,284 shares 29 29 Paid in capital 10,422 10,411 Retained earnings 17,405 17,397 27,856 27,837 Less treasury stock, at cost, 301,314 shares (Note 3) 2,033 2,033 Total shareholders' equity 25,823 25,804 Total liabilities and shareholders'equity $29,472 $29,536 See notes to consolidated financial statements. 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. CSP Inc. (Registrant) Date: January 17, 1997 By: s/s Alexander R. Lupinetti Chief Executive Officer and President Date: January 17, 1997 By: s/s Gary W. Levine Vice President of Finance and Chief Financial Officer