8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):   October 20, 2004

CNS, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State Or Other Jurisdiction Of Incorporation)

0-16612	41-1580270
(Commission File Number)	(I.R.S. Employer Identification No.)
7615 Smetana Lane Eden Prairie, MN	55344
(Address Of Principal Executive Offices)	(Zip Code)

(952) 229-1500

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items under Sections 1 and 3 through 8 are not applicable and therefore omitted.

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Pursuant to Item 2.02 of Form 8-K, Disclosure of Results of Operations and Financial Condition, CNS, Inc. (the “Company”) hereby furnishes a press release, issued on October 21, 2004, disclosing material non-public information regarding its results of operations for the quarter ended September 30, 2004.

ITEM 8.01    OTHER EVENTS

On October 20, 2004, the Company issued a press release, attached hereto as Exhibit 99.1, announcing a five cent per share quarterly dividend payable December 3, 2004 to shareholders of record as of November 19, 2004.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Press Release issued on October 20, 2004.
99.2	Press Release issued on October 21, 2004.

SIGNATURE

        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.

CNS, INC.
By:		/s/   Marti Morfitt
	Marti Morfitt President and Chief Executive Officer

Date:   October 21, 2004

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

October 20, 2004

CONTACT:
Sam Reinkensmeyer	Shawn Brumbaugh/Marian Briggs
Chief Financial Officer	Padilla Speer Beardsley Inc.
CNS, Inc.	(612) 455-1700
(952) 229-1500	sbrumbaugh@psbpr.com
sreinkensmeyer@cns.com	mbriggs@psbpr.com
Nasdaq: CNXS

FOR IMMEDIATE RELEASE

CNS, INC. DECLARES QUARTERLY DIVIDEND

        MINNEAPOLIS, October 20, 2004 – CNS, Inc. (Nasdaq: CNXS), the Breathe Right^® company, today announced that its board of directors has declared a quarterly cash dividend of $0.05 per share of common stock. The dividend is payable on December 3, 2004, to shareholders of record on November 19, 2004. The company has approximately 14.0 million shares outstanding.

About CNS, Inc.
CNS, based in Minneapolis, designs and markets consumer health care products, including Breathe Right^® nasal strips, Breathe Right Snore Relief™ throat spray, Breathe Right Vapor Shot!™ personal vaporizer and FiberChoice^® chewable fiber tablets. The company focuses on better breathing and digestive health products that address important consumer needs within the aging well/self care market. Its common stock is listed on the Nasdaq National Market under the ticker symbol “CNXS.” More information about CNS and its products is available at www.cns.com.

###

EX-99.2

EXHIBIT 99.2

NEWS RELEASE

FOR 3:00 P.M. CT RELEASE
October 21, 2004

Contact:
Sam Reinkensmeyer	Shawn Brumbaugh/Marian Briggs
Chief Financial Officer	Padilla Speer Beardsley Inc.
CNS, Inc.	(612) 455-1700
(952) 229-1500	sbrumbaugh@psbpr.com
sreinkensmeyer@cns.com	mbriggs@psbpr.com
Nasdaq Symbol: CNXS

CNS, Inc. Reports Fiscal 2005 Second-Quarter Results

• Second-quarter fully diluted EPS of $0.24 exceeds expectations

• Clear strips relaunch began successfully in September quarter

• Company expects fiscal third-quarter earnings of $0.13 to $0.16 per fully diluted share
versus $0.08 in the prior-year period

        MINNEAPOLIS, October 21 — CNS, Inc. (Nasdaq: CNXS), the Breathe Right^® company, today announced results for the fiscal 2005 second quarter ended September 30, 2004. Net sales for the quarter were $20.0 million versus $20.6 million in the prior-year period. Net income totaled $3.5 million, or $0.24 per fully diluted share, exceeding the company’s guidance of $0.18 to $0.23 per fully diluted share. For the same period in the prior year, earnings were $4.2 million, or $0.29 per fully diluted share.

        For the first six months of fiscal 2005, CNS reported net sales of $36.6 million versus $38.1 million in the same period last year. Net income for the first six months of fiscal 2005 was $5.2 million, or $0.35 per fully diluted share, versus $7.0 million, or $0.49 per fully diluted share, in the first six months of fiscal 2004.

        “Second-quarter profitability surpassed our expectations on sales that were in line with our estimate,” said Marti Morfitt, CNS’ president and CEO. “While our prior-year sales were lifted by pipeline shipments of a new product, fiscal 2005 is a building year for CNS, as we prepare to introduce new products and new growth initiatives next fiscal year. We remain focused on laying a foundation for future revenue growth.”

        CNS is pursuing initiatives to expand the market penetration of Breathe Right nasal strips in the U.S. and abroad, and further grow the FiberChoice^® brand, including the:

• relaunch of Clear nasal strips which began late in the September 2004 quarter, targeting consumers with sensitive skin types;

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CNS, Inc. Reports Fiscal 2005 Second-Quarter Results
Page 2

• preparation of new products for launch next year under both the Breathe Right and FiberChoice brands;

• marketing testing designed to drive significant long-term growth in household penetration and consumer demand for Breathe Right nasal strips; and

• preparation of key international markets for strong growth later in fiscal 2005 and fiscal 2006, most significantly Mexico, where CNS announced a new distribution agreement last month and recently began shipping Breathe Right nasal strips.

        Gross margins improved versus the prior-year period by nearly 3 percentage points in the 2005 second quarter and 1 percentage point year-to-date. CNS generated $2.7 million in cash from operations during the 2005 second quarter, and ended the period with $52.0 million in cash and marketable securities.

        Yesterday, the company announced a quarterly dividend of $0.05 per share, payable on December 3, 2004, to shareholders of record as of November 19, 2004.

Second-Quarter Product Results

        Domestic Breathe Right sales in the 2005 second quarter totaled $15.1 million versus $16.2 million in the year-ago period. The prior-year quarter included pipeline shipments of the company’s Vapor Shot!™ personal vaporizer.

        International sales of Breathe Right products in the 2005 second quarter totaled $2.1 million compared to $2.0 million in the same period last year. Growth in several European markets offset a lack of product shipments to the company’s distributor in Japan, which continues to work through excess inventory. CNS expects shipments to Japan to resume in the fiscal fourth quarter.

        Sales of FiberChoice chewable fiber tablets grew 15 percent to $2.7 million in the second quarter versus $2.4 million in the prior-year period.

Outlook for Fiscal 2005 Second Half

        With one additional quarter completed, CNS has tightened its estimated range for sales in the current fiscal year. For the 2005 fiscal year ending March 31, 2005, CNS anticipates that sales will be between $87 million and $90 million, from flat to a 3 percent increase versus the prior year. The company intends to manage operating expenses accordingly and, therefore, CNS’ estimate for fully diluted earnings per share remains unchanged from previous estimates at between $0.63 and $0.68, an increase of 7 percent to 16 percent over fiscal 2004.

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CNS, Inc. Reports Fiscal 2005 Second-Quarter Results
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        Sales during the first half of fiscal 2005 have been constrained by the lack of a new product, as well as high inventory levels in Japan. Advertising and promotion expense has been phased more evenly and earlier in fiscal 2005 than in fiscal 2004 to support greater allergy usage of nasal strips in the first half of the fiscal year and the relaunch of Clear nasal strips late in the fiscal second quarter. During the first six months, CNS has tested a number of marketing programs designed to accelerate future growth of Breathe Right nasal strips; some of these tests will continue during the second half of the year. CNS also has increased spending on new product development and this spending level will continue as the company prepares new products for launch in fiscal 2006. As a result of current sales expectations and more evenly phased advertising spending, operating profit growth will be concentrated in the second half of fiscal 2005.

        CNS expects net sales for the fiscal third quarter ending December 31, 2004, in the range of $25 million to $27 million, compared to net sales of $26.4 million in the third quarter of last year. Third-quarter earnings are estimated to grow to between $0.13 and $0.16 per fully diluted share, versus earnings of $0.08 per fully diluted share in the prior-year period.

Conference Call Webcast

        A conference call to review the second-quarter results is scheduled today at 4 p.m. CT (5 p.m. ET). Interested participants may listen to the live conference call or replay over the Internet by logging onto CNS’ Web site at www.cns.com. A replay of the second-quarter conference call may also be accessed by dialing toll-free 800-405-2236, conference call ID 11010855, between 6 p.m. CT on Thursday, October 21, until 6 p.m. CT on Thursday, October 28.

About CNS, Inc.

        CNS, based in Minneapolis, designs and markets consumer health care products, including Breathe Right^® nasal strips, Breathe Right Snore Relief™ throat spray, Breathe Right Vapor Shot!™ personal vaporizer and FiberChoice^® chewable fiber tablets. The company focuses on products that address important consumer needs within the aging well/self care market, including better breathing and digestive health. Its common stock is listed on the Nasdaq National Market under the ticker symbol “CNXS.” More information about CNS and its products is available at www.cns.com.

        Some of the information contained in this news release is forward-looking and subject to certain business risks as described in the company’s filings with the Securities and Exchange Commission, including those referred to in its Annual Report on Form 10-K for the year ended March 31, 2004. This news release contains forward-looking statements, which involve risks and uncertainties.

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CNS, Inc. Reports Fiscal 2005 Second-Quarter Results
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CNS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts) (unaudited)

	Three Months Ended September 30,				Six Months Ended September 30,
	2004		2003		2004		2003
Net sales	$	20,041	$	20,621	$	36,572	$	38,118
Cost of goods sold		5,716		6,454		11,109		11,923
Gross profit		14,325		14,167		25,463		26,195
Operating expenses:
Advertising and promotion		5,652		4,207		10,800		8,674
Selling, general and administrative		3,519		3,422		7,097		6,762
Total operating expenses		9,171		7,629		17,897		15,436
Operating income		5,154		6,538		7,566		10,759
Investment income		200		183		414		377
Income before income taxes		5,354		6,721		7,980		11,136
Income tax expense		1,870		2,486		2,822		4,120
Net income	$	3,484	$	4,235	$	5,158	$	7,016
Diluted net income per share	$	.24	$	.29	$	.35	$	.49
Weighted average number of common and
potential common shares outstanding		14,691		14,627		14,631		14,404

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CNS, Inc. Reports Fiscal 2005 Second-Quarter Results
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CNS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands) (unaudited)

	September 30, 2004		March 31, 2004
Current assets:
Cash and marketable securities	$	52,029	$	49,421
Accounts receivable, net		12,056		11,394
Inventories		4,968		4,132
Other current assets		4,017		4,843
Total current assets		73,070		69,790
Long-term assets		3,372		3,744
Total assets	$	76,442	$	73,534
Current liabilities		13,932		14,890
Stockholders’ equity		62,510		58,644
Total liabilities and stockholders’ equity	$	76,442	$	73,534

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