-----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, H4r0bxU7PGpv14vrUWXTW1ONxk8JwoyOLWvZxUvyNp3ALjXBL0CMIXdbvdX6Ue80 OUfVrLnDyERJIcgx8+FSvA== 0000941655-06-000014.txt : 20060214 0000941655-06-000014.hdr.sgml : 20060214 20060214125140 ACCESSION NUMBER: 0000941655-06-000014 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY 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: 0430 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45039 FILM NUMBER: 06610652 BUSINESS ADDRESS: STREET 1: 100 CYBERONICS CENTER BLVD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77058 BUSINESS PHONE: (281) 228-7200 MAIL ADDRESS: STREET 1: 100 CYBERONICS BLVD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77058 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13G/A 1 r_cyb13gam5.txt AMENDMENT NO. 5 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Cyberonics, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------------------- (Title of Class of Securities) 23251P102 ----------------------------------------- (CUSIP Number) December 31, 2005 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). CUSIP No. 23251P102 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Capital Partners, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 975,953 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 975,953 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 975,953 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO/IA CUSIP No. 23251P102 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Joshua Ruch 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 126,084 Shares 6 SHARED VOTING POWER 975,953 Shares 7 SOLE DISPOSITIVE POWER 126,084 Shares 8 SHARED DISPOSITIVE POWER 975,953 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,102,037 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.4% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 23251P102 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Habib Kairouz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 975,953 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 975,953 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 975,953 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 23251P102 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Mark Leschly 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Kingdom of Denmark NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 975,953 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 975,953 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 975,953 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This Amendment No. 5 to Schedule 13G for Cyberonics, Inc., a Delaware corporation (the "Company"), amends a Schedule 13G, originally dated as of November 8, 1998, as amended as of December 31, 2000, December 31, 2001, December 31, 2003 and December 31, 2004, with respect to the Common Stock, par value $0.01 per share (the "Shares"), of the Company deemed beneficially owned by Rho Capital Partners, Inc. ("Rho"), and its shareholders, Joshua Ruch, Habib Kairouz and Mark Leschly, as follows below. This Amendment is filed to amend, as of December 31, 2005, Items 4 and 5 as contained in the statement on Schedule 13G most recently filed. Items 1 - 3. No amendment Item 4. Ownership See cover page for each reporting person. As the ultimate holder of voting and investment authority over the Shares owned by its clients, Rho may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 975,953 Shares reported for Rho hereby, constituting 3.9% of the Company's Shares outstanding, as deteremined by reference to the Company's most recently filed Form 10-Q. As stockholders of Rho, Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to share investment and voting control over the Shares reported herein by Rho. Accordingly, each of Messrs. Ruch, Kairouz and Leschly may be deemed to be the beneficial owner of the 975,953 Shares reported by Rho hereunder, constituting 3.9% of the Company's shares outstanding as of the date of the Company's most recently filed Form 10-Q. Additionally, Mr. Ruch exercises investment and voting control over certain other Shares not held under management by Rho, over which he may be deemed to have sole beneficial ownership. Accordingly, Mr. Ruch may be deemed to be the beneficial owner of an aggregate of 1,102,037 Shares, constituting 4.4% of the Company's shares outstanding as of the date of the Company's most recently filed Form 10-Q. Other than Shares in which they have a pecuniary interest, each of Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares reported by this Statement. Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Items 6 - 9. No amendment. Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 14, 2006. RHO CAPITAL PARTNERS, INC. By: /s/ Jeffrey I. Martin ------------------------------ Jeffrey I. Martin, Authorized Signer JOSHUA RUCH By: /s/ Jeffrey I. Martin ------------------------------ Jeffrey I. Martin, Authorized Signer for Joshua Ruch HABIB KAIROUZ By: /s/ Jeffrey I. Martin ------------------------------ Jeffrey I. Martin, Authorized Signer for Habib Kairouz MARK LESCHLY By: /s/ Jeffrey I. Martin ------------------------------ Jeffrey I. Martin, Authorized Signer for Mark Leschly -----END PRIVACY-ENHANCED MESSAGE-----