SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CNS, INC. (Exact name of registrant as specified in its charter) Delaware 41-1580270 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1250 Park Road Chanhassen, Minnesota 55317 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock (Title of Class) Item 1. Description of Securities to be Registered. Common Stock The holders of Common Stock are entitled to one vote for each share held of record on all matters voted upon by stockholders and may not cumulate votes for the election of directors. Holders of the Common Stock do not have preemptive rights to purchase additional shares or other subscription rights. The Common Stock carries no conversion rights and is subject neither to redemption nor to any sinking fund provisions. All shares of Common Stock are entitled to share ratably in dividends from sources legally available therefor when, as and if declared by the Board of Directors, and upon liquidation or dissolution of the Company, whether involuntary or voluntary, to share equally in the assets of the Company available for distribution to common shareholders. The dividend and liquidation rights of common shareholders are subordinate to those of preferred shareholders. Item 2. Exhibits. 1. Certificate of Incorporation, as amended to date. 2. Bylaws, as amended to date (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. CNS, INC. By /s/ Daniel E. Cohen, M.D. Daniel E. Cohen, M.D. Chief Executive Officer Dated: May 31, 1995