-----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, Io2ct65cnzsFa0Upz1CC3qZutebH6A7H4aHc7DeJttp+zagrWJYCrGr9tx+eWaWj 7SazNQT++jhZg/57avZIMw== 0001050929-98-000107.txt : 19981120 0001050929-98-000107.hdr.sgml : 19981120 ACCESSION NUMBER: 0001050929-98-000107 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981119 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 13G SEC ACT: SEC FILE NUMBER: 005-45039 FILM NUMBER: 98755466 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: RHO MANAGEMENT PARTNERS L P CENTRAL INDEX KEY: 0001020457 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223233664 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CEDAR RIDGE RD CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: CEDAR RIDGE RD CITY: BEDMINSTER STATE: NJ ZIP: 07921 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cyberonics, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 23251P102 - -------------------------------------------------------------------------------- (CUSIP NUMBER) Rho Management Partners, LP 124 Dune Road Quogue, New York 11959 Tel. No.: (516) 653-9086 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Stephen Rosenberg, Esq. Newman Tannenbaum Helpern Syracuse & Hirschtritt, LLP 900 Third Avenue - 13th Floor New York, New York 10022 (212) 508-6700 November 9, 1998 - -------------------------------------------------------------------------------- (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 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. Page 1 of 7 Pages CUSIP No. 23251P102 Cyberonics, Inc. 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Rho Management Partners, LP and Joshua Ruch 2. Check the Appropriate Box if a Member of a Group (See Instructions) a. b. 3. SEC Use Only 4. Citizenship or Place of Organization: Rho Management Partners, LP was formed in the State of Delaware and Joshua Ruch is a citizen of the Republic of South Africa. Number of Shares 5. Sole Voting Power 1,066,386 Beneficially Owned by 6. Shared Voting Power Each Reporting 7. Sole Dispositive Power 1,066,386 Person With 8. Shared Dispositive Power 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,066,386 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row 9 6.11% 12. Type of Reporting Person (See Instructions) Rho Management Partners, LP is a PN and Joshua Ruch is an IN Page 2 of 7 Pages CUSIP No. 23251P102 Cyberonics, Inc. Item 1(a) Name of Issuer: Cyberonics, Inc. Item 1(b) Address of Issuer: Cyberonics, Inc. 16511 Space Center Blvd. Suite 600 Houston, TX 77058 Item 2(a) Name of Person Filing: Rho Management Partners, LP Joshua Ruch Item 2(b) Address of Principal Business Office or, if none, Residence: The principal business address of Rho Management Partners, LP is 124 Dune Road Quogue, New York 11959 The principal business address of Joshua Ruch is c/o Rho Management Company, Inc. 767 Fifth Avenue 43rd Floor New York, New York 10153 Item 2(c) Citizenship: Rho Management Partners, LP is a Delaware Limited Partnership Mr. Ruch is a citizen of the Republic of South Africa Item 2(d) Title of Class of Securities: Common Stock, $.01 par value Item 2(e) CUSIP Number: 23251P102 Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or 13d-2(c) promulgated under the Securities Exchange Act of 1934, check whether the filing person is a: Page 3 of 7 Pages CUSIP No. 23251P102 Cyberonics, Inc. a. |_| Broker or dealer registered under Section 15 of the Act, b. |_| Bank as defined in Section 3(a)(6) of the Act, c. |_| Insurance Company as defined in Section 3(a)(19) of the Act, d. |_| Investment Company registered under Section 8 of the Investment Company Act, e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), f. |_| Employee Benefit Plan,or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), g. |_| Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G); (Note: see Item 7) h. |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); i. |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; j. |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Sec. 240.13d-1(c), check this box [X] Item 4 Ownership: (a) Amount Beneficially Owned: As of November 18, 1998, 1,066,386 shares (the "Shares") were beneficially owned by the filing persons. (b) Percent of Class: 6.11% based on 17,439,000 shares outstanding. (c) Number of shares as to which such persons have: (i) sole power to vote or to direct the vote: 1,066,386 shares (ii) shared power to vote or direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,066,386 shares Page 4 of 7 Pages CUSIP No. 23251P102 Cyberonics, Inc. (iv) shared power to dispose or direct the disposition of: 0 Item 5 Ownership of Five 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 Five Percent on Behalf of Another Person: Other persons have the right to receive or the power to direct the receipt of dividends from, or proceeds of the sale of the Shares. No such interest relates to more than five percent of such Shares. 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: No applicable Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: 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. Page 5 of 7 Pages CUSIP No. 23251P102 Cyberonics, Inc. 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. November 18, 1998 - -------------------------------------------------------------------------------- Date /s/ Joshua Ruch - -------------------------------------------------------------------------------- Signature Joshua Ruch - -------------------------------------------------------------------------------- Name/Title Page 6 of 7 Pages CUSIP No. 639579104 Cyberonics, Inc. 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. November 18, 1998 - -------------------------------------------------------------------------------- Date Rho Management Partners, LP By: Atlas Capital Corp., General Partner By: - -------------------------------------------------------------------------------- /s/ Joshua Ruch Joshua Ruch, President Joshua Ruch, President - -------------------------------------------------------------------------------- Name/Title Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----