-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dn3lhr3P1Do0PSADS6TIBFxxq6RG8rsY5v7a0FZ17tcyIXdg6aLrauqmUSWLhf7K 72tqieNSnoDCvrRoTHiI/g== 0000897101-04-000330.txt : 20040217 0000897101-04-000330.hdr.sgml : 20040216 20040217164745 ACCESSION NUMBER: 0000897101-04-000330 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHEN DANIEL E MD CENTRAL INDEX KEY: 0000900987 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 10035 GRISTMILL RIDGE CITY: EDEN PRAIRIE STATE: MN ZIP: 55347 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNS INC /DE/ CENTRAL INDEX KEY: 0000814258 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411580270 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40132 FILM NUMBER: 04609560 BUSINESS ADDRESS: STREET 1: PO BOX 39802 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6128206696 MAIL ADDRESS: STREET 1: PO BOX 39802 STREET 2: PO BOX 39802 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 SC 13G 1 cns040836_13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* CNS, Inc. --------- (Name of Issuer) Common stock, $.01 par value ------------------------------ (Title of Class of Securities) 126136 10 0 -------------- (CUSIP Number) December 31, 2003 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 5 Pages ---------------------------- Page 2 of 5 pages ---------------------------- - ---------------------------- CUSIP No. 126136 10 0 13G - ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Daniel E. Cohen I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF [536,665] SHARES ------------------------------------------------- 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------------------- 7 SOLE DISPOSITIVE POWER EACH [536,665] REPORTING PERSON ------------------------------------------------- 8 SHARED DISPOSITIVE POWER WITH: 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON [536,665] - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.8% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- ---------------------------- Page 3 of 5 pages ---------------------------- Item 1. (a) Name of Issuer: CNS, Inc. (b) Address of Issuer's Principal Executive Offices: 7615 Smetana Lane, Eden Prairie, Minnesota 55344 Item 2. (a) Name of Person Filing: Daniel E. Cohen (b) Address of Principal Business Office or, if none, Residence: 7615 Smetana Lane, Eden Prairie, Minnesota 55344 (c) Citizenship: United States (d) Title of Class of Securities: Common stock, $.01 par value (e) CUSIP Number: 126136 10 0 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) Broker or Dealer registered under Section 15 of the Act. (b) Bank as defined in Section 3(a)(6) of the Act. (c) Insurance Company as defined in Section 3(a)(19) of the Act. (d) Investment Company registered under Section 8 of the Investment Company Act of 1940. (e) Investment Adviser in accordance with ss.240.13d-1(b)(1)(ii)(E). (f) Employee Benefit Plan or Endowment Fund in accordance with ss.240.13d-1(b)(1)(ii)(F). (g) Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G) (Note: See Item 7). (h) Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). ---------------------------- Page 4 of 5 pages ---------------------------- Item 4. Ownership: (a) Amount beneficially owned: As of December 31, 2003, Mr. Cohen holds [303,332] shares of the Issuer's common stock and options exercisable within 60 days of December 31, 2003 to purchase an additional [233,333] shares. Mr. Cohen's spouse is also the beneficial owner of [327,332] shares of the Issuer's common stock as of December 31, 2003. Mr. Cohen disclaims beneficial ownership of the Issuer's common stock held by his spouse. (b) Percent of Class: 3.8% based on 13,744,334 shares of the Issuer's common stock outstanding as of January 30, 2004 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 30, 2003 based upon Mr. Cohen's beneficial ownership of [303,332] shares of common stock and options to purchase an additional [233,333] shares as described above. If including the [327,332] shares beneficially owned by Mr. Cohen's spouse as to which Mr. Cohen disclaims beneficial ownership, Mr. Cohen would beneficially own [863,997] shares of the Issuer's common stock or 6.2% of such class based upon the 13,744,334 shares of the Issuer's common stock outstanding as of January 30, 2004 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 30, 2003. (c) The Reporting Person has the power to vote or dispose of the shares as follows: (i) Sole power to vote or direct the vote: [536,665] (includes options exercisable within 60 days of December 31, 2003 to purchase [233,333] shares). (ii) Shared power to vote or direct the vote: [327,332]* (iii) Sole power to dispose or direct the disposition: [536,665] (includes options exercisable within 60 days of December 31, 2003 to purchase [233,333] shares) (iv) Shared power to dispose or direct the disposition: [327,332]* *Beneficially owned by Mr. Cohen's spouse and as to which Mr. Cohen disclaims beneficial ownership. Item 5. Ownership of Five Percent or less of a Class: Not Applicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Reported on by the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable ---------------------------- Page 5 of 5 pages ---------------------------- Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 16, 2004 /s/ Daniel E. Cohen ------------------------------------ Daniel E. Cohen -----END PRIVACY-ENHANCED MESSAGE-----