10-K/A 1 form10-ka.htm AMENDMENT NO. 1 TO FORM 10-K FOR THE FISCAL YEAR ENDED APRIL 27, 2012 form10-ka.htm
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

Form 10-K/A
Amendment No. 1

(Mark One)
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the fiscal year ended April 27, 2012
 
                                                                                                                                          or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from                                                                to

Commission file number: 0-19806
_______________

CYBERONICS, INC. LOGO
Cyberonics, Inc.
(Exact name of registrant as specified in its charter)

Delaware
76-0236465
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

Cyberonics Building
100 Cyberonics Blvd.
Houston, Texas
77058-2072
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:
(281) 228-7200
_______________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class of Stock
 
Name of Each Exchange on Which Registered
Common Stock — $0.01 par value per share
 
The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:  None
_______________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o
Accelerated filer
þ
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of October 28, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the last sales price reported for such date on the NASDAQ Global Market was approximately $484.3 million. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding shares of common stock and shares held by officers and directors of the registrant have been excluded as such persons may be deemed to be affiliates.

At June 11, 2012,  27, 393, 584 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement of Cyberonics, Inc. for the 2012 Annual Meeting of Stockholders, which will be filed within 120 days of April 27, 2012, are incorporated by reference into Part III of this Annual Report on Form 10-K.


 
 

 


Explanatory Note

This Form 10-K/A is filed solely to correct a mischecked box on the cover page of our original Annual Report on Form 10-K for the fiscal year ended April 27, 2012.  On our original filing, we incorrectly checked the “No” box in response to the third instruction on the cover page regarding whether (1) registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  This Form 10-K/A correctly shows the “Yes” box checked in response to the third instruction.


 
 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 
CYBERONICS, INC.
     
 
 By:
/s/ GREGORY H. BROWNE
   
Gregory H. Browne
   
Senior Vice President, Finance and Chief Financial Officer
   
(Principal Financial Officer and Principal Accounting Officer)

Date: June 18, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:


Signature
Title
Date
     
/s/  HUGH M. MORRISON*
Hugh M. Morrison
Chairman of the Board of Directors
June 18, 2012
     
/s/  DANIEL J. MOORE
Daniel J. Moore
Director, President and Chief Executive Officer
(Principal Executive Officer)
June 18, 2012
     
/s/  GREGORY H. BROWNE
Gregory H. Browne
Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
June 18, 2012
     
/s/  GUY C. JACKSON*
Guy C. Jackson
Director
June 18, 2012
     
/s/  JOSEPH E. LAPTEWICZ*
Joseph E. Laptewicz
Director
June 18, 2012
     
/s/  ALFRED J. NOVAK*
Alfred J. Novak
Director
June 18, 2012
     
/s/  ARTHUR L. ROSENTHAL PH.D.*
Arthur L. Rosenthal, Ph.D.
Director
June 18, 2012
     
/s/  JON T. TREMMEL*
Jon T. Tremmel
Director
June 18, 2012
     
*By: /s/ DANIEL J. MOORE
Daniel J. Moore, Attorney-in-fact
   
     
*By: /s/ GREGORY H. BROWNE
Gregory H. Browne, Attorney-in-fact