1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-C REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER QUOTATION SYSTEM FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17 OR 15d-17 THEREUNDER RESOUND CORPORATION (EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER) 220 SAGINAW DRIVE, SEAPORT CENTRE, REDWOOD CITY, CA. 94063 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Issuer's telephone number, including area code (415) 780-7861 I. CHANGE IN NUMBER OF SHARES OUTSTANDING 1. Title of Security: COMMON STOCK 2. Number of shares outstanding before the change: 16,079,191 3. Number of shares outstanding after the change: 19,291,367 4. Effective date of change: JUNE 28, 1996 5. Method of change: ORIGINAL ISSUANCE Give brief description of transaction: PRIVATE PLACEMENT OF COMMON STOCK II. CHANGE IN NAME OF ISSUER 1. Name prior to change: N/A 2. Name after change: N/A 3. Effective date of charter amendment changing name: N/A 4. Date of shareholder approval of change, if required: N/A Date: JULY 8, 1996 /S/ PAUL A. BUSSE ------------------------------------- PAUL A. BUSSE SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER RETURN TO: THE NASDAQ STOCK MARKET ATTN: 10C FORM 80 MERRITT BOULEVARD TRUMBULL, CT 06611 (203) 375-9609