-----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, KyzM9QviVGM2MnTlfO+2FwLkMGwvh5bw9WCaGpqKHYRBGj6rKhoO+lL6q66TiYQ6 91QLgM9QeeyZ2MpX3YvYzQ== 0000941655-07-000026.txt : 20070622 0000941655-07-000026.hdr.sgml : 20070622 20070622152000 ACCESSION NUMBER: 0000941655-07-000026 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070622 DATE AS OF CHANGE: 20070622 GROUP MEMBERS: DRAKENSBERG L.P. GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: KARIBA LLC 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-45039 FILM NUMBER: 07936347 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 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 1 r_cyb13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cyberonics, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------------------- (Title of Class of Securities) 23251P102 ----------------------------------------- (CUSIP Number) June 13, 2007 ----------------------------------------- (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 204,837 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 204,837 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,837 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 0.8% 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 1,194,400 Shares 6 SHARED VOTING POWER 204,837 Shares 7 SOLE DISPOSITIVE POWER 1,194,400 Shares 8 SHARED DISPOSITIVE POWER 204,837 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,399,237 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 5.4% 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 204,837 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 204,837 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,837 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 0.8% 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 204,837 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 204,837 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,837 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 0.8% 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). Kariba LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 3,900 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 3,900 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,900 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 0.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 23251P102 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Drakensberg, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 3,900 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 3,900 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,900 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 0.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN This Statement on Schedule 13G relates to shares of Common Stock, $0.01 par value per share (the "Shares") of Cyberonics, Inc., a Delaware corporation (the "Company") beneficially owned by Rho Capital Partners, Inc., its shareholders, Joshua Ruch, Habib Kairouz and Mark Leschly, and the following affiliated investment vehicles: Drakensberg, L.P. and Kariba LLC, as follows below. Item 1(a) Name of issuer: Cyberonics, Inc., a Delaware corporation (the "Company"). Item 1(b) Address of issuer's principal executive offices: 100 Cyberonics Boulevard, Houston, Texas 77058. Item 2. Identity of Person Filing. (a) This Statement is being filed by Rho Capital Partners, Inc. ("Rho"), a New York corporation, its shareholders Joshua Ruch, Habib Kairouz and Mark Leschly, and the following affiliated investment vehicles: Drakensberg, L.P., a Delaware limited partnership, and Kariba LLC, a Delaware limited liability company (collectively, the "Reporting Persons"). Rho serves as investment advisor to a number of investment vehicles, and in such capacity may be deemed to exercise investment and voting control over Shares registered in the names of such vehicles. Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to have shared authority over the Shares reported by Rho herein. Joshua Ruch may be deemed additionally to exercise sole investment and voting authority over certain Shares not held under management by Rho. As the Managing Member of Kariba LLC, which is the general partner of Drakensberg, L.P., Joshua Ruch may be deemed to exercise sole investment and voting control over shares of the Company held of record by Drakensberg, L.P. (b)-(c) Rho is a New York corporation, with its address at 152 West 57th Street, 23rd Floor, New York, New York 10019. Mr. Ruch is a citizen of the Republic of South Africa, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. Mr. Kairouz is a citizen of Canada, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. Mr. Leschly is a citizen of the Kingdom of Denmark, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. Drakensberg, L.P. is a Delaware limited partnership, with its address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. Kariba LLC is a Delaware limited liability company, with its address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. 2(d) Title of class of securities: Common Stock 2(e) CUSIP No.: 23251P102 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] 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 204,837 Shares reported for Rho hereby, constituting 0.8% of the Company's Shares outstanding, as determined 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 204,837 Shares reported by Rho hereunder, constituting 0.8% 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 1,194,400 Shares not held under management by Rho, over which he may be deemed to have sole beneficial ownership. As the general partner of Drakensberg, L.P., Kariba LLC may be deemed to be the beneficial owner of 3,900 Shares, constituting 0.0% of the Company's shares outstanding as of the date of the Company's most recently filed Form 10-Q. As the Managing Member of Kariba LLC, which is the general partner of Drakensberg, L.P., Joshua Ruch may be deemed to exercise sole investment and voting control over 3,900 Shares held of record by Drakensberg, L.P. Accordingly, Mr. Ruch may be deemed to be the beneficial owner of an aggregate of 1,399,237 Shares, constituting 5.4% 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: [ ] Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. 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: June 22, 2007 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 HABIB KAIROUZ By: /s/ Jeffrey I. Martin - ------------------------------------ Jeffrey I. Martin, Authorized Signer MARK LESCHLY By: /s/ Jeffrey I. Martin - ------------------------------------ Jeffrey I. Martin, Authorized Signer DRAKENSBERG, L.P. By: /s/ Jeffrey I. Martin - ------------------------------------ Jeffrey I. Martin, Authorized Signer KARIBA LLC By: /s/ Jeffrey I. Martin - ------------------------------------ Jeffrey I. Martin, Authorized Signer EX-99 2 r_cyb13g-99.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto, and any filing on Schedule 13D relating to the same investment) with respect to the shares of common stock, par value $0.01 per share, of Cyberonics, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Dated: June 22, 2007 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 HABIB KAIROUZ By: /s/ Jeffrey I. Martin - ------------------------------------ Jeffrey I. Martin, Authorized Signer MARK LESCHLY By: /s/ Jeffrey I. Martin - ------------------------------------ Jeffrey I. Martin, Authorized Signer DRAKENSBERG, L.P. By: /s/ Jeffrey I. Martin - ------------------------------------ Jeffrey I. Martin, Authorized Signer KARIBA LLC By: /s/ Jeffrey I. Martin - ------------------------------------ Jeffrey I. Martin, Authorized Signer -----END PRIVACY-ENHANCED MESSAGE-----