-----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, EAG6Qid3jhxy/ZzVKoEoNMCOG8cXE+DzQDm9e37Afo1VfCiKMsEuM9CfkxTV/2Gq 6+X9TH7LZoeBkx4v/v0yoQ== 0000950123-00-001774.txt : 20000302 0000950123-00-001774.hdr.sgml : 20000302 ACCESSION NUMBER: 0000950123-00-001774 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000229 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: 557238 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 #2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2)* CYBERONICS, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 23251P102 (CUSIP Number) Kevin S. Moore President The Clark Estates, Inc. One Rockefeller Plaza, 31st Floor New York, New York 10020 Tel. No.: (212) 977-6900 With a copy to: Robin L. Spear, Esq. Winthrop, Stimson, Putnam & Roberts One Battery Park Plaza New York, New York 10004-1490 Tel. No.: (212) 858-1217 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 2, 2000 (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 that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following box: / / * 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 disclosures provided in a prior cover page. The information required on 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). 2 AMENDMENT NO. 2 TO SCHEDULE 13D CUSIP NO. 23251P102 1 NAME OF REPORTING PERSON 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 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 1,217,683 (SEE ITEM 5) BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 0 9 SOLE DISPOSITIVE POWER 1,217,683 (SEE ITEM 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,217,683 (SEE ITEM 5) 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% 14 TYPE OF REPORTING PERSON CO 2 3 AMENDMENT NO. 2 TO SCHEDULE 13D The items identified below, or the particular paragraph of such items which are identified below, are amended or restated as set forth below. Capitalized terms not otherwise defined have the meanings ascribed to them in the Amendment No. 1 to 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 "Issuer"). The address of the Issuer's principal executive offices is 16511 Space Center Boulevard, Ste. 600, Houston, Texas 77058. Item 2. Identity and Background. Schedule I is amended as provided in the attached Schedule I. Item 5. Interest in Securities of the Issuer. (a) The 1,217,683 shares of the Issuer's Common Stock beneficially owned by the Reporting Person constitutes 6.7% of the outstanding shares of the Issuer's Common Stock (based upon an aggregate of 18,168,355 outstanding shares of the Issuer's Common Stock as of February 4, 2000, as reported in the Issuer's Quarterly Report on Form 10-Q/A for the period ended December 31, 1999, and filed on February 15, 2000). (c) Information with respect to all transactions in the Issuer's 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. 3 4 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 29, 2000 THE CLARK ESTATES, INC. By: s/KEVIN S. MOORE ----------------------------------- Name: Kevin S. Moore Title: President 4 5 SCHEDULE I Directors and Executive Officers of The Clark Estates, Inc.
Principal Occupation, and Name, Principal Business and Name Address of Employer ---- ------------------- Jane Forbes Clark Chairman and Director The Clark Estates, Inc. Management Services One Rockefeller Plaza Thirty-First Floor New York, NY 10020 Kevin S. Moore President and Director The Clark Estates, Inc. Management Services One Rockefeller Plaza Thirty-First Floor New York, NY 10020 Anne L. Peretz Director The Clark Estates, Inc. Management Services One Rockefeller Plaza Thirty-First Floor New York, NY 10020 Eric L. Straus Senior Vice President and Director The Clark Estates, Inc. Management Services One Rockefeller Plaza Thirty-First Floor New York, NY 10020 Marshall F. Wallach Director, The Clark Estates, Inc. President The Wallach Corporation Investment Banking 1401 17th Street Suite 750 Denver, CO 80202
5 6 Richard C. Vanison Vice President and Treasurer The Clark Estates, Inc. Management Services One Rockefeller Plaza Thirty-First Floor New York, NY 10020 William T. Burdick Secretary The Clark Estates, Inc. Management Services One Rockefeller Plaza Thirty-First Floor New York, NY 10020
All of the executive officers and directors of the Clark Estates, Inc. are United States citizens. 6 7 SCHEDULE II Transactions in Common Stock of the Issuer Effected by Reporting Person During Past Sixty Days
Transaction Number of Per Share Date Type Shares Sold or Delivered Sale Price ---- ---- ------------------------ ---------- 01-27-00 Market Sale 200,000 $24.59250 01-31-00 Delivered 3,275 n/a 02-01-00 Market Sale 13,000 23.38940 02-02-00 Market Sale 27,800 23.58480 02-03-00 Market Sale 51,500 23.61410 02-04-00 Market Sale 7,700 23.50080
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