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 - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (617) 890-3232 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (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.) 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 (c) The other items voted upon at the meeting were as follows: BROKER FOR AGAINST ABSTAIN NON-VOTES (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) 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