-----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, NO0Ky/BUDs3lEGsuJQCR7eNN2WIOt1DQYDxyro6zhlG1Ja9X/w8vUE1gA8Z2BF2U eDo6oJiY0E1OzInzWWZ01g== 0000896058-98-000044.txt : 19980714 0000896058-98-000044.hdr.sgml : 19980714 ACCESSION NUMBER: 0000896058-98-000044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980710 SROS: NASD 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: 98664106 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: CLARK ESTATES INC CENTRAL INDEX KEY: 0000927907 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 WALL STREET 9TH FLOOR CITY: NYW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2122691833 MAIL ADDRESS: STREET 1: 30 WALL STREET 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) CYBERONICS, INC. (Name of Issuer) COMMON STOCK $.01 PAR VALUE (Title of Class of Securities) 23251P102 (CUSIP Number) Kevin S. Moore Senior Vice President and Chief Financial Officer The Clark Estates, Inc. Thirty-First Floor One Rockefeller Plaza New York, New York 10020 Tel. No.: (212) 269-1833 With a copy to: David W. Ambrosia, Esq. Winthrop, Stimson, Putnam & Roberts One Battery Park Plaza New York, New York 10004-1490 (212) 858-1208 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 8, 1998 (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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] SCHEDULE 13D ================================================================================ CUSIP NO. 23251P102 Page 2 of 9 Pages ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Clark Estates, Inc. 13-5524538 ================================================================================ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| ================================================================================ 3 SEC USE ONLY ================================================================================ 4 SOURCE OF FUNDS* OO ================================================================================ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ================================================================================ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ================================================================================ 7 SOLE VOTING POWER NUMBER OF SHARES 1,426,208 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ======================================================== 8 SHARED VOTING POWER 0 ======================================================== 9 SOLE DISPOSITIVE POWER 1,426,208 ======================================================== 10 SHARED DISPOSITIVE POWER 0 ================================================================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,426,208 ================================================================================ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ================================================================================ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.27% ================================================================================ 14 TYPE OF REPORTING PERSON CO ================================================================================ Pursuant to Item 101(a)(2)(ii) of Regulation S-T promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), this Amendment No. 1 restates the Schedule 13D dated March 28, 1997 filed by The Clark Estates, Inc. (as amended, the "Schedule 13D"). Item 1. Security and Issuer. This Statement relates to shares of Common Stock, $.01 par value per share (the "Common Stock") of Cyberonics, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices are located at 16511 Space Center Boulevard, Ste. 600, Houston, Texas 77062. Item 2. Identity and Background. (a) - (c) This Statement is being filed by The Clark Estates, Inc. (the "Reporting Person"). The Reporting Person is a New York corporation principally engaged in the business of providing management and administrative services for certain institutional, corporate, individual and trust accounts affiliated with the Clark family. The principal business and principal office address of the Reporting Person is One Rockefeller Plaza, New York, New York 10020. The name, business address, present principal occupation or employment of each executive officer and director of the Reporting Person (the "Executive Officers and Directors") are set forth in Schedule I hereto, which is incorporated herein by reference. (d) - (e) During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the Executive Officers and Directors has (A) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the persons listed in this Item 2 or Schedule I hereto is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. All the shares of Company Common Stock owned by the Reporting Person were purchased in open market transactions. As of May 17, 1998, the Reporting Person was the beneficial owner of 1,101,208 shares of Common Stock. The Reporting Person's further purchases of Common Stock are described in Schedule II hereto, which is incorporated herein by reference. As a result of the purchases of an additional 325,000 shares of Common Stock in the aggregate from May 18, 1998 through June 11, 1998, the Reporting Person became the beneficial owner of an additional 1.88% of the Common Stock. The 1,426,208 total shares, representing 8.27% of Company Common Stock, were acquired by funds available for investment in certain of the accounts of which the Reporting Person provides management and administrative services. Item 4. Purpose of Transaction. All of the shares of Common Stock have been acquired for investment purposes. The Reporting Person currently does not have any plans or proposals of the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D, except that the Reporting Person may acquire additional shares of Common Stock in open market transactions for investment purposes. Any decision of the Reporting Person either to purchase additional shares of Company Common Stock or to dispose of any shares will take into account various factors, including general economic conditions and money and stock market conditions. Item 5. Interest in Securities of the Issuer. (a) The 1,426,208 shares of Company Common Stock beneficially owned by the Reporting Person constitute 8.27% of the outstanding shares of Company Common Stock (based upon an aggregate of 17,238,950 outstanding shares of Company Common Stock as of May 8, 1998, as reported in the Company's Form 10-Q for the period ended March 31, 1998). (b) The Reporting Person has sole power to vote or to direct the vote of the shares of Company Common Stock referred to in paragraph (a) above and sole power to dispose or to direct the disposition of any such shares. (c) Information with respect to all transactions in the Company Common Stock which were effected by the Reporting Person during the past sixty days are set forth in Schedule II hereto, which is incorporated herein by reference. (d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Company Common Stock referred to in paragraph (a) above. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Neither the Reporting Person, nor (to the best knowledge of the Reporting Person) any of the Executive Officers and Directors, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or the withholding of proxies. Item 7. Material to be Filed as Exhibits. None. SIGNATURES After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. July 10, 1998 - ------------- Date /s/ Kevin S. Moore - ------------------ Signature Senior Vice President and Chief Financial Officer The Clark Estates, Inc. - ------------------------- Name/Title SCHEDULE I Executive Officers and Directors of The Clark Estates, Inc. Except where otherwise indicated, the business address of each of the following is The Clark Estates, Inc., One Rockefeller Plaza, New York, New York 10020. Principal Occupation Name and Name of Business - ---- -------------------- Edward W. Stack President and Director The Clark Estates, Inc. Management Services Jane F. Clark Chairman and Director The Clark Estates, Inc. Management Services Kevin S. Moore Senior Vice President, Chief Financial Officer and Director The Clark Estates, Inc. Management Services William T. Burdick Secretary The Clark Estates, Inc. Management Services Anne L. Peretz Director The Clark Estates, Inc. Management Services Marshall F. Wallach Director The Clark Estates, Inc. Management Services SCHEDULE II Transactions in Company Common Stock Effected by Reporting Person During Past Sixty Days Date Transaction Number of Per Share Type Shares Purchased Sale Price 05-18-98 Market Purchase 16,900 13.62570 05-19-98 Market Purchase 98,100 14.53360 05-20-98 Market Purchase 10,000 14.50000 06-05-98 Market Purchase 30,000 11.99790 06-08-98 Market Purchase 100,000 12.20250 06-08-98 Market Purchase 50,000 12.29910 06-08-98 Market Purchase 20,000 12.12500 -----END PRIVACY-ENHANCED MESSAGE-----