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): November 13, 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)

x 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 2 through 8 are not applicable and therefore omitted.

Item 1.01   Entry into a Material Definitive Agreement

As previously reported, on October 8, 2006, CNS, Inc. (the “Company”), GlaxoSmithKline plc (“GSK”), and Platform Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of GSK (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly-owned subsidiary of GSK (the “merger”).

On November 13, 2006, the Company, GSK, and Merger Sub entered into Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”). The Amendment amends the Merger Agreement to provide that, for the purposes of calculating certain post-merger payments by the Company to its employees under the Company’s 2007 Incentive Plan, the adjusted performance period to be used with respect to operating income will end on December 31, 2006 if the effective time of the merger occurs on or before that date.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 hereto, and is incorporated by reference herein.

Important Merger Information

On October 30, 2006, the Company filed a preliminary proxy statement with the SEC in connection with a special meeting of stockholders to approve the proposed merger with GlaxoSmithKline plc. Stockholders and investors are advised to read the definitive proxy statement and any other definitive additional soliciting materials when they become available because they will contain important information about the merger and the Company. Stockholders and investors may obtain a free copy of these proxy materials and other documents filed by the Company with the SEC at the SEC’s web site at www.sec.gov. Free copies of the definitive proxy statement, once available, and the Company’s other filings with the SEC, may also be obtained from the Company at www.cns.com by clicking on the “Investors” tab and then following the link at “Financial Information” to “SEC Filings.” Free copies of the Company’s filings may be obtained by directing a written request to CNS, Inc., 7615 Smetana Lane, Eden Prairie, Minnesota 55344, Attention: Samuel E. Reinkensmeyer or by telephone at 952-229-1500.

Participants in the Solicitation

The Company and its directors, executive officers and certain other members of its management may be deemed to be soliciting proxies from the Company’s stockholders in favor of the merger. Investors and stockholders may obtain more detailed information regarding the direct and indirect interests in the merger of persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s stockholders in connection with the merger by reading the preliminary and definitive proxy statements regarding the merger, which will be filed with the SEC. Information about the Company’s directors and executive officers may be found in the Company’s preliminary proxy statement filed on October 30, 2006 and definitive proxy statement filed with the SEC on July 7, 2006. These documents are available free of charge once available at the SEC’s web site at www.sec.gov or by directing a request to the Company as described above.

Item 9.01   Financial Statements and Exhibits

Exhibit No.	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger dated as of November 13, 2006 among GlaxoSmithKline plc, Platform Acquisition Corporation and CNS, Inc.

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:  November 16, 2006

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1, to the Merger Agreement (this “Amendment”) is entered into as of November 13, 2006, among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (the “Parent”), Platform Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and CNS, Inc., a Delaware corporation (“Company”).

W I T N E S S E T H:

WHEREAS, Parent, Merger Sub and Company have previously entered into that certain Agreement and Plan of Merger among them dated as of October 8, 2006 (the “Merger Agreement”);

WHEREAS, pursuant to Section 14.12 of the Merger Agreement, the Merger Agreement may be amended by an instrument of equal formality signed by the parties to the Merger Agreement or their duly authorized agents; and

WHEREAS, Parent, Merger Sub and Company wish to amend the Merger Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

SECTION 1.   Definitions.  Capitalized terms used but not defined herein shall have the meaning given to them in the Merger Agreement.

SECTION 2.   Amendment to Section 12.1(c)(i) of Merger Agreement.  Section 12.1(c)(i) is hereby amended and restated in its entirety to read as follows:

“Parent agrees that as promptly as practicable (but no later than 45 days) after the Effective Time of the Merger, the Parent will cause the Surviving Corporation to pay or provide to those persons eligible to participate in the Company’s Fiscal 2007 Incentive Plan and employed by Company on the Effective Time of the Merger (and waiving any other employment related condition under the Incentive Plan), (A) the cash incentive payment under Company’s Fiscal 2007 Incentive Plan determined (x) based upon eligible earnings of each employee for the fiscal year through the Effective Time of the Merger, (y) as if the last day of the month prior to the Effective Time of the Merger were the last day of the performance period under such plan (“Adjusted Performance Period”) and (z) based upon the actual achievement during the Adjusted Performance Period of the following measures, as applicable: (i) net sales growth for the Adjusted Performance Period as a percentage over actual sales for the comparable period in fiscal year 2006; (ii) operating income for completed months in the Adjusted Performance Period as a percentage of the projected operating income for the same months as determined under the Company’s operating plan for fiscal year 2007; and (iii) growth pipeline objectives based on actual achievement of key milestones or actual results to the extent that the planned completion of the applicable objective is prior to the Effective Time of the Merger; provided, that if the Effective Time of the Merger occurs on or prior to

December 31, 2006, then for purposes of clause (z)(ii) above, the last day of the Adjusted Performance Period shall be deemed to be December 31, 2006, and (B) the additional matching contribution to the Company’s 401(k) Plan based upon the cash incentive plan performance determined under clause (A) above. In determining the measures under the Company’s Fiscal 2007 Incentive Plan in the preceding sentence, the Company shall exclude any expenses in connection with or arising out of the transactions contemplated by this Agreement. Nothing in this Section will reduce any rights any employee may have under the employee’s Executive Employment Agreement, except that, as a condition of receiving the payment under clause (A) of this subparagraph (i), the employee must waive any rights to receive any duplicate payment of a pro-rata bonus or other payment duplicative of the payments described in clauses (A) and (B) of this subparagraph (i) otherwise payable under any Executive Employment Agreements, any Employee Plan or Benefit Arrangement, or otherwise.”

SECTION 3.   No Implied Amendments.   Except as herein amended, all of the terms of the Merger Agreement shall remain in full force and effect and are ratified in all respects. On and after the effectiveness of this Amendment, each reference in the Merger Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Merger Agreement in any other agreements, documents or instruments executed and delivered pursuant to the Merger Agreement, shall mean and be a reference to the Merger Agreement, as amended by this Amendment.

SECTION 4.  Representations and Warranties.   Each party hereto represents to the other parties hereto that: (a) such party has all necessary corporate power and authority to enter into this Amendment; (b) the execution and delivery of this Amendment by such party have been duly authorized by all requisite corporate action on the part of such party; and (c) this Amendment has been duly executed and delivered by each party hereto.

SECTION 5.  Governing Law.   This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof.

SECTION 6.   Counterparts.   This Amendment may be executed by facsimile and in separate counterparts, all of which, taken together, shall constitute one original document and shall become effective when one or more counterparts have been signed by the appropriate parties and delivered to each party hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

Exhibit 2.1

IN WITNESS WHEREOF, the parties to this Amendment have duly executed this Amendment as of the day and year first above written.

GLAXOSMITHKLINE PLC
By:	/s/   Donald F. Parman
	Name:   Donald F. Parman Title:     Authorized Signatory
PLATFORM ACQUISITION CORPORATION
By:	/s/   Donald F. Parman
	Name:   Donald F. Parman Title:     Vice President and Secretary
CNS, INC.
By:	/s/   Martha Morfitt
	Name:   Martha Morfitt Title:     President and Chief Executive Officer