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):   January 4, 2006

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 3 through 7 are not applicable and therefore omitted.

Item 1.02      Termination of a Material Definitive Agreement.

On January 4, 2006, CNS, Inc. (the “Company”) and Onesta Nutrition, Inc. (“Onesta”) terminated that certain License Agreement between the Company and Onesta dated as of November 10, 1997 (the “License Agreement”). Pursuant to the License Agreement, the Company licensed certain of Onesta’s intellectual property, including U.S. and non-U.S. patents and patent applications, know-how and records (the “Intellectual Property”) relating to low viscosity, non-gelling soluble fiber supplement products, including those products manufactured and sold by the Company under the brand name “Fiber Choice.” The License Agreement was terminated by mutual agreement of the parties in connection with the Company’s purchase of the Intellectual Property from Onesta on January 4, 2006 concurrent with the termination of the License Agreement.

Item 8.01      Other Events

On January 4, 2006, the Company issued a press release attached hereto as Exhibit 99.1 announcing that the Company purchased the Intellectual Property from Onesta for approximately $8,000,000 in cash.

Item 9.01      Financial Statements And Exhibits

Exhibit No. Description

99.1 Press Release issued on January 4, 2006.

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:   January 5, 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR 3:00 P.M. CT RELEASE
January 5, 2006

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

CNS Announces Purchase of FiberChoice^® Patents

        MINNEAPOLIS, January 5, 2006 — CNS, Inc. (Nasdaq: CNXS), the Breathe Right^® company, today announced the purchase of a portfolio of domestic and international patents and patents pending related to the FiberChoice^® brand for approximately $8 million from Onesta Nutrition, Inc. As part of this transaction, CNS and Onesta Nutrition have cancelled their existing license agreement related to these patents. The transaction, which was completed January 4, 2006, was funded by CNS’ existing cash balances, and is expected to be earnings neutral in the next fiscal year, ending March 31, 2007.

        The patents and patent applications cover CNS’ existing product line of FiberChoice fiber supplements and will begin to expire in December 2016. “The purchase of the FiberChoice^® patents demonstrates our commitment to further develop and grow this important brand within our portfolio,” said Marti Morfitt, CNS’ president and CEO.

        Net sales of FiberChoice branded products through the first half of fiscal 2006 grew to $9.7 million, an increase of 86 percent compared to the prior-year period. FiberChoice is currently available in original Orange and Assorted Fruit Flavored chewable tablets, and Fiber Drops. In addition, CNS has announced it will begin shipping two new FiberChoice branded products to retailers in February 2006: FiberChoice plus Calcium™ chewable tablets; and FiberChoice Weight Management™ chewable tablets.

(more)

CNS to Purchase FiberChoice Patents
Page 2

About CNS, Inc.

CNS, based in Minneapolis, designs and markets consumer health care products, including Breathe Right^® nasal strips and FiberChoice^® dietary fiber supplements. 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, 2005. This news release contains forward-looking statements, which involve risks and uncertainties.

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