-----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, KXEHARY3lMg9DGH6W/YP6UtTZm28/1tnUS6zLIjrESFwo77sbazNRTBhMhJzDsZ8 CJ3SJ2tU6Oi01tteQqL59g== 0000891618-96-002208.txt : 19961002 0000891618-96-002208.hdr.sgml : 19961002 ACCESSION NUMBER: 0000891618-96-002208 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961001 SROS: NASD FILER: 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19806 FILM NUMBER: 96637485 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 10-K/A 1 FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) /X/ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 /Fee Required/ For the fiscal year ended: June 30, 1996 OR / / Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 /No Fee Required/ For the transition period from ____________ to ____________ Commission File Number 0-19806 CYBERONICS, INC. (Exact name of registrant as specified in its charter) Delaware 76-0236465 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 17448 Highway 3, Ste. 100, Webster, Texas 77598-4135 (address of principal executive offices) (zip code) Registrant's telephone number, including area code: (713) 332-1375 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, $.01 par value (Title of Class) 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. / / 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 / X / No / /. The aggregate market value of voting stock held by non-affiliates of the registrant as of September 18, 1996, was $37,307,638 based upon the last sales price reported for such date on the NASDAQ National Market System. 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 in that such persons may be deemed to be affiliates. This determination is not necessarily conclusive. At September 18, 1996, registrant had outstanding 11,762,542 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE No documents are incorporated by reference herein. 2 PART IV ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents Filed with Report 1. Financial Statements. The following consolidated financial statements of Cyberonics, Inc. and subsidiary, and the Report of Independent Public Accountants are included at pages F-1 through F-15 of this Form 10-K:
DESCRIPTION PAGE NO. - ----------------------------------------------------------------------------------------------- --------- Report of Independent Public Accountants....................................................... F-1 Consolidated Balance Sheets as of June 30, 1996 and 1995....................................... F-2 Consolidated Statements of Operations for the Three Years Ended June 30, 1996.................. F-3 Consolidated Statements of Stockholders' Equity for the Three Years Ended June 30, 1996........ F-4 Consolidated Statements of Cash Flows for the Three Years Ended June 30, 1996.................. F-5 Notes to Consolidated Financial Statements..................................................... F-6
2. Exhibits
Exhibit Number Description - ------ ----------- 3.1* Restated Certificate of Incorporation of Registrant. 3.2* Bylaws of Registrant. 10.1*(1) 1988 Incentive Stock Plan, as amended. 10.2*(1) 1991 Employee Stock Purchase Plan. 10.3* License Agreement dated March 15, 1988 between the Registrant and Dr. Jacob Zabara. 10.4* Patent License Agreement effective as of July 28, 1989 between the Registrant and Huntington Medical Research Institute. 10.5* Lease Agreement dated as of May 8, 1990, together with amendments thereto dated February 27, 1991 and August 20, 1991, respectively, between the Registrant and Collecting Bank, N.A. 10.6* Form of Indemnification Agreement. 10.7* Amended and Restated Stockholders Agreement dated October 16, 1992. 10.8 Employment Agreement dated September 30, 1995 between the Company and Robert P. Cummins, together with amendments dated January 10, 1996 and April 10, 1996. 10.9 Employee Retention Agreement dated September 30, 1996 between the Company and John K. Bakewell, together with amendment dated April 10, 1996. 10.10 Form of Change of Control Agreement (Messrs. Bakewell and Ford). 10.11 Change of Control Agreement dated May 8, 1995 between the Company and William H. Duffell, Jr., together with extension dated April 10, 1996. 10.12 Retention Bonus Agreement dated October 1, 1996 between the Company and Stephen D. Ford.
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Exhibit Number Description - ------ ----------- 23.1 Consent of Independent Public Accountants. 24 Power of Attorney (see page 35). 27.1 Financial Data Schedule. 99** Agreement and Plan of Merger dated as of April 8, 1996, by and among the Registrant, St. Jude Medical, Inc. and SJM Acquisition Corp.
- ------------------------------------ * Incorporated by reference to the Company's Registration Statement on Form S-1 (Reg. No. 33-45118) declared effective February 10, 1993. ** Incorporated by reference to the Company's Current Report on Form 8-K filed April 9, 1996. (1) Document indicated is a compensatory plan. (b) Reports on Form 8-K. Not Applicable (c) Exhibits See Item 14(a)(2) above -33- 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. Registrant CYBERONICS, INC. September 30 , 1996 BY: /s/ John K. Bakewell ----------------------------- John K. Bakewell Vice President, Finance and Administration and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Capacity in Which Signed Date - --------------------------------------------------------------------------------------------------------------------- */s/ Reese S. Terry, Jr. Chairman of the Board and September 30, 1996 - --------------------------------------- Executive Vice President Reese S. Terry, Jr. */s/ Robert P. Cummins President, Chief Executive Officer and September 30, 1996 - --------------------------------------- Director Robert P. Cummins (Principal Executive Officer) */s/ John K. Bakewell Vice President, Finance and September 30, 1996 - --------------------------------------- Administration and Chief Financial John K. Bakewell Officer (Principal Financial and Accounting Officer) */s/ Thomas A. Duerden Director September 30, 1996 - --------------------------------------- Thomas A. Duerden, Ph.D. *By /s/ John K. Bakewell ---------------------------------- John K. Bakewell Attorney-in-Fact
-34- 5 EXHIBIT INDEX
Exhibit Number Description - ---------- ---------------------------------------------------------- 3.1* Restated Certificate of Incorporation of Registrant. 3.2* Bylaws of Registrant. 10.1*(1) 1988 Incentive Stock Plan, as amended. 10.2*(1) 1991 Employee Stock Purchase Plan. 10.3* License Agreement dated March 15, 1988 between the Registrant and Dr. Jacob Zabara. 10.4* Patent License Agreement effective as of July 28, 1989 between the Registrant and Huntington Medical Research Institute. 10.5* Lease Agreement dated as of May 8, 1990, together with amendments thereto dated February 27, 1991 and August 20, 1991, respectively, between the Registrant and Collecting Bank, N.A. 10.6* Form of Indemnification Agreement. 10.7* Amended and Restated Stockholders Agreement dated October 16, 1992. 10.8 Employment Agreement dated September 30, 1995 between the Company and Robert P. Cummins, together with amendments dated January 10, 1996 and April 10, 1996. 10.9 Employee Retention Agreement dated September 30, 1996 between the Company and John K. Bakewell, together with amendment dated April 10, 1996. 10.10 Form of Change of Control Agreement (Messrs. Bakewell and Ford). 10.11 Change of Control Agreement dated May 8, 1995 between the Company and William H. Duffell, Jr., together with extension dated April 10, 1996. 10.12 Retention Bonus Agreement dated October 1, 1996 between the Company and Stephen D. Ford. 23.1 Consent of Independent Public Accountants. 24 Power of Attorney (see page 35). 27.1 Financial Data Schedule. 99** Agreement and Plan of Merger dated as of April 8, 1996, by and among the Registrant, St. Jude Medical, Inc. and SJM Acquisition Corp.
- ------------------------------------ * Incorporated by reference to the Company's Registrant Statement on Form S-1 (Reg. No. 33-45118) declared effective February 10, 1993. ** Incorporated by reference to the Company's Current Report on Form 8-K filed April 9, 1996. (1) Document indicated is a compensatory plan. -36- EX-23.1 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated July 30, 1996 included in this Form 10-K and into the Company's previously filed Registration Statements on Form S-8. ARTHUR ANDERSEN LLP Houston, Texas September 16, 1996 EX-27.1 3 FINANCIAL DATA SCHEDULE
5 1 U.S. DOLLARS YEAR JUN-30-1996 JUL-01-1995 JUN-30-1996 1 2,121,930 80,032 473,038 0 671,836 3,525,389 332,881 1,425,960 3,948,043 2,482,993 0 0 0 95,771 1,369,279 1,465,050 1,416,965 1,005,403 411,562 11,444,613 (97,084) 0 0 (10,113,250) 0 (10,113,250) 0 0 0 (10,113,250) (1.06) 0
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