1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) X Quarterly report pursuant to Section 13 or 15(d) of the Securities --- Exchange Act of 1934 For the quarterly period ended September 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 0-20046 RESOUND CORPORATION (Exact name of Registrant as specified in its charter) California 77-0019588 (State of Incorporation) (I.R.S. Employer Identification No.) 220 Saginaw Drive, Seaport Centre, Redwood City, California 94063 (Address of principal executive offices) (415) 780-7800 (Registrant's telephone number) 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 --- --- The number of shares of Registrant's common stock issued and outstanding as of September 30, 1996 was 19,360,472 shares. 2 The undersigned Registrant hereby amends the following item of its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1996, as set forth below. The Registrant is refiling Exhibits 10.26 and 10.28 to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1996 in order to disclose additional information which had previously been omitted for confidentiality purposes. The page numbers appearing at the bottom of each of the following pages are the same as those used with respect to the Quarterly Report on Form 10-Q being amended hereby. 3 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 10.26+ AudioLogic Hearing Systems L.P. Amended and Restated Agreement of Limited Partnership dated as of September 30, 1996. Exhibit 10.27* Series C Convertible Preferred Stock and Common Stock Purchase Agreement dated September 30, 1996. Exhibit 10.28+ Licensing and Distribution Agreement by and among AudioLogic, Inc., GN Danavox AS, ReSound Corporation and AudioLogic Hearing Systems, L.P. dated September 30, 1996. Exhibit 10.29* The Assignment Agreement between ReSound Corporation and K/S HIMPP,25. Exhibit 11.1* Statement of computation of net income (loss) per share Exhibit 27* Financial data schedule (b) Report on Form 8-K The Company filed a Report on Form 8-K with the Securities and Exchange Commission on July 15, 1996 (as amended and filed on September 12, 1996) with respect to the acquisition of certain assets of the hearing health business activity of 3M. - ---------------- + Confidential treatment requested * Previously filed 13 4 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. RESOUND CORPORATION /s/ Paul A. Busse ----------------------------- Paul A. Busse Sr. Vice President Finance & Administration, Chief Financial Officer (Principal Financial Officer) Date: March 10, 1997 14