-----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, VT1oB4MGJevFXNZd8lMDAEf5/z/0+oc/58t8K93LPy0YaTyanUHPdFSwD9ak+FkV EyLTJCoav+3k7vaTYkWTgw== 0000897101-99-000870.txt : 19990831 0000897101-99-000870.hdr.sgml : 19990831 ACCESSION NUMBER: 0000897101-99-000870 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYBERONICS INC CENTRAL INDEX KEY: 0000864683 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 760236465 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45039 FILM NUMBER: 99702257 BUSINESS ADDRESS: STREET 1: 17448 HGHWY 3 STE 100 CITY: WEBSTER STATE: TX ZIP: 77598 BUSINESS PHONE: 7133321375 MAIL ADDRESS: STREET 1: 17448 HIGHWAY 3 STREET 2: SUITE 100 CITY: WEGSTER STATE: TX ZIP: 77598-4135 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST JUDE MEDICAL INC CENTRAL INDEX KEY: 0000203077 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411276891 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE LILLEHEI PLAZA CITY: ST PAUL STATE: MN ZIP: 55117 BUSINESS PHONE: 6124832000 MAIL ADDRESS: STREET 1: ONE LILLEHEI PLAZA CITY: ST PAUL STATE: MN ZIP: 55117 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CYBERONICS, INC. ---------------- (Name of Issuer) Common Stock, $0.01 par value ------------------------------ (Title of Class of Securities) 23251P-10-2 -------------- (CUSIP Number) Kevin T. O'Malley Vice President and General Counsel St. Jude Medical, Inc. One Lillehei Plaza St. Paul, MN 55117 Telephone: (651) 483-2000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 1999 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) - -------------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. | | NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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). Page 1 of 4 CUSIP No. 23251P-10-2 1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) St. Jude Medical, Inc. 41-1276891 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) N/A 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA NUMBER OF SHARES 7 SOLE VOTING POWER 1,051,818 BENEFICIALLY OWNED BY EACH REPORTING PERSON 8 SHARED VOTING POWER - 0 - WITH: 9 SOLE DISPOSITIVE POWER 1,051,818 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,051,818 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.01% 14 TYPE OF REPORTING PERSON (See Instructions) CO
Page 2 of 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (c) The purpose of this filing is to report various sales by St. Jude Medical, Inc. of an aggregate 450,000 shares of Common Stock of Cyberonics, Inc. ("Cyberonics") in July and August 1999. The sales were effected in open market transactions. Cyberonics' shares are traded on the Nasdaq National Market. As a result of the sales, the remaining 1,051,818 shares beneficially owned by St. Jude Medical, Inc. represent approximately 6.01% of the currently outstanding shares of Common Stock of Cyberonics. St. Jude Medical, Inc. has sole voting and dispositive power with respect to all of the shares of Common Stock of Cyberonics that it owns. Set forth below are the respective sales of Common Stock of Cyberonics made by St. Jude Medical, Inc. in July and August 1999: Date No. of Shares Sold Price Per Share ---- ------------------ --------------- 7/12/99 10,000 $11.63 7/14/99 10,000 11.75 7/16/99 10,000 12.13 7/22/99 45,000 12.13 7/27/99 15,000 13.19 7/28/99 62,500 13.00 8/2/99 15,000 13.38 8/6/99 15,000 13.29 8/9/99 10,000 13.38 8/10/99 10,000 13.50 8/11/99 40,000 12.47 8/12/99 20,000 13.00 8/13/99 15,000 13.13 8/17/99 40,000 13.97 8/18/99 40,000 14.81 8/19/99 40,000 15.69 8/20/99 40,000 16.78 8/25/99 12,500 18.00 -------------------- 450,000 ==================== Remaining Shares Held: 1,051,818 (6.01%) Page 3 of 4 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 27, 1999 ST. JUDE MEDICAL, INC. By /s/ Kevin T. O'Malley ----------------------------------- Kevin T. O'Malley Vice President and General Counsel Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----