-----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, Viz9LRUzq0vNIDHGxmb5Y3qVajMyS70QnNvjt+30lsWSeOomU8EgKBTwBSAHGfjo 6URHqwUn2QgDyQqrl8jqiw== 0001193125-07-015403.txt : 20070129 0001193125-07-015403.hdr.sgml : 20070129 20070129172047 ACCESSION NUMBER: 0001193125-07-015403 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070129 DATE AS OF CHANGE: 20070129 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45039 FILM NUMBER: 07561970 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: METROPOLITAN CAPITAL ADVISORS INC CENTRAL INDEX KEY: 0001280054 IRS NUMBER: 133673512 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 660 MADISON AVE STREET 2: 20TH FL CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2124868100 MAIL ADDRESS: STREET 1: 660 MADISON AVE STREET 2: 20TH FL CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A AMENDMENT NO. 6 Schedule 13D/A Amendment No. 6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Act of 1934

(Amendment No. 6)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

 

CYBERONICS, INC.

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

 

23251P102

(CUSIP Number)

 

Metropolitan Capital Advisors, Inc.

and

The Committee for Concerned Cyberonics, Inc. Shareholders

c/o Bedford Falls Investors, L.P.

660 Madison Avenue, 20th Floor

New York, NY 10021

(212) 486-8100

Copies to:

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

January 29, 2007

(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 schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

*   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).

INTRODUCTION

This Amendment No. 6 relates to the Schedule 13D filed with the Securities and Exchange Commission on September 11, 2006, as amended by Amendment No. 1 filed on September 28, 2006, Amendment No. 2 filed on November 1, 2006, Amendment No. 3 filed on November 21, 2006, Amendment No. 4 filed on November 28, 2006 and Amendment No. 5 filed on November 30, 2006 by Metropolitan SPV, L.P., a Delaware limited partnership (“SPV”); Metropolitan SPV GP, L.L.C., a Delaware limited liability company (“SPV GP”); Bedford Falls Investors, L.P., a Delaware limited partnership (“Bedford”); Metropolitan Capital Advisors, L.P., a Delaware limited partnership (“MetCap”); Metropolitan Capital Advisors, Inc., a New York corporation (“MetCap GP”); Metropolitan Capital Partners II, L.P., a New York limited partnership (“Partners II”); KJ Advisors, Inc., a New York corporation (“Partners II GP”); Metropolitan Capital Advisors International Limited, a British Virgin Islands international business company (“MetCap International”); Metropolitan Capital Partners III, L.P., a Delaware limited partnership (“Partners III”); Metropolitan Capital III, Inc., a Delaware corporation (“Partners III GP”); Metropolitan Capital Advisors Select Fund, L.P., a Delaware limited partnership (“Select”); Metropolitan Capital Select, L.L.C., a Delaware limited liability company (“Select GP”) (each of the foregoing, collectively the “MetCap Entities”); Jeffrey E. Schwarz, a citizen of the United States of America (“Schwarz”); Karen Finerman, a citizen of the United States of America (“Finerman”); and The Committee for Concerned Cyberonics, Inc. Shareholders (the “Committee”), which is not a business entity and has no place of organization (Schwarz, Finerman, the Committee and the MetCap Entities, collectively the “Reporting Persons”), relating to the common stock, par value $0.01 per share (the “Shares”), of Cyberonics, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 100 Cyberonics Blvd., Houston, Texas 77058.

ITEM 4. Purpose of Transaction.

On January 29, 2007, MetCap GP, on behalf of itself and the Committee, issued a press release announcing that the Committee’s three nominees, Alfred J. Novak, Arthur J. Rosenthal and Jeffrey E. Schwarz have accepted appointment to the board of directors of the Issuer following the resignations of the following three incumbent board members: Tony Coelho, Kevin S. Moore and Stanley H. Appel. A copy of the press release is filed as Exhibit 1 hereto and incorporated by reference herein.

ITEM 7. Material to be filed as Exhibits

 

   

Document

Exhibit 1 —   Press Release issued January 29, 2007.

Signature

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct.

Dated: January 29, 2007

 

METROPOLITAN SPV, L.P.
 

/s/ Karen Finerman

By:   Karen Finerman
Title:   Managing Member of Metropolitan SPV
  GP, L.L.C., which is the general partner of Metropolitan SPV, L.P.
METROPOLITAN SPV GP, LLC
 

/s/ Karen Finerman

By:   Karen Finerman
Title:   Managing Member
BEDFORD FALLS INVESTORS, L.P.
 

/s/ Karen Finerman

By:   Karen Finerman
Title:   President of Metropolitan Capital Advisors, Inc., which is the general partner of Metropolitan Capital Advisors, L.P., which is the general partner of Bedford Falls Investors, L.P.

METROPOLITAN CAPITAL ADVISORS, INC.
 

/s/ Karen Finerman

By:   Karen Finerman
Title:   President of Metropolitan Capital Advisors, Inc.
METROPOLITAN CAPITAL ADVISORS, L.P.
 

/s/ Karen Finerman

By:   Karen Finerman
Title:   President of Metropolitan Capital Advisors, Inc., which is the general partner of Metropolitan Capital Advisors, L.P.
KJ ADVISORS, INC.
 

/s/ Jeffrey E. Schwarz

By:   Jeffrey E. Schwarz
Title:   Chief Executive Officer
METROPOLITAN CAPITAL PARTNERS II, L.P.
 

/s/ Jeffrey E. Schwarz

By:   Jeffrey E. Schwarz
Title:   Chief Executive Officer of KJ Advisors, Inc., which is the general partner of Metropolitan Capital Partners II, L.P.
METROPOLITAN CAPITAL III, INC.
 

/s/ Jeffrey E. Schwarz

By:   Jeffrey E. Schwarz
Title:   Chief Executive Officer
METROPOLITAN CAPITAL PARTNERS III, L.P.
 

/s/ Jeffrey E. Schwarz

By:   Jeffrey E. Schwarz
Title:   Chief Executive Officer of Metropolitan Capital III, Inc., which is the general partner of Metropolitan Capital Partners III, L.P.

 

METROPOLITAN CAPITAL ADVISORS SELECT FUND, L.P.
 

/s/ Jeffrey E. Schwarz

By:   Jeffrey E. Schwarz
Title:   Managing Member of Metropolitan Capital Select, L.L.C., which is the general partner of Metropolitan Capital Advisors Select Fund, L.P.
METROPOLITAN CAPITAL SELECT, L.L.C.
 

/s/ Jeffrey E. Schwarz

By:   Jeffrey E. Schwarz
Title:   Managing Member
METROPOLITAN CAPITAL ADVISORS INTERNATIONAL LIMITED
 

/s/ Jeffrey E. Schwarz

By:   Jeffrey E. Schwarz
Title:   Chief Executive Officer of Metropolitan Capital III, Inc., which is the general partner of Metropolitan Capital Partners III, L.P., which is the investment manager of Metropolitan Capital Advisors International Limited
 

/s/ Jeffrey E. Schwarz

  Jeffrey E. Schwarz
 

/s/ Karen Finerman

  Karen Finerman

 

Exhibit Index

 

   

Document

Exhibit 1 —   Press Release issued January 29, 2007.
 EX-1 2 dex1.htm PRESS RELEASE ISSUED JANUARY 29,2007 Press Release Issued January 29,2007

Exhibit 1

METROPOLITAN CAPITAL WELCOMES CHANGES AT CYBERONICS;

EXPRESSES GRATITUDE FOR STRONG SHAREHOLDER SUPPORT IN

RESPONSE TO ITS PROXY SOLICITATION

New York, NY, January 29, 2007/PRNewswire/—Metropolitan Capital Advisors, Inc. and The Committee for Concerned Cyberonics, Inc. Shareholders (the “Committee”) announced that its three nominees, Alfred J. Novak, Arthur J. Rosenthal and Jeffrey E. Schwarz, have accepted appointment to the board of directors of Cyberonics, Inc. (Nasdaq: CYBX—News) following the resignations of incumbent Cyberonics board members Tony Coelho, Kevin S. Moore and Stanley H. Appel. The Committee also noted that Cyberonics is now recommending that stockholders vote for the Committee’s three nominees and the five remaining incumbent Cyberonics directors at the Annual Meeting of Cyberonics Stockholders to be held on February 1, 2007.

Cyberonics announced these changes in a press release issued today.

Shareholders who wish to vote for the three Committee nominees and the other five incumbent Cyberonics directors can do so by signing, dating and returning the Committee’s Gold proxy card. Metropolitan Capital Advisors confirmed that all Gold proxy cards will be delivered to and voted at the February 1, 2007 Annual Meeting.

Jeffrey E. Schwarz and Karen Finerman of Metropolitan Capital Advisors speaking on behalf of the Committee said, “We are gratified by the strong support for our platform to improve corporate governance and maximize shareholder value which we have received from Cyberonics shareholders in response to our proxy solicitation efforts. We also are pleased with these recent changes at Cyberonics, and we believe the Cyberonics board acted fairly and responsibly in taking the actions announced today. We look forward to the Committee’s nominees working constructively with their fellow board members to achieve the goals set out in the Committee’s platform.”

The Committee filed a definitive proxy statement with the SEC in connection with soliciting proxies for the Annual Meeting of Cyberonics shareholders, which can be obtained without charge at the SEC’s website at www.sec.gov.

CONTACT: Press Inquiries—Tom Becker or Jeffrey Lloyd both of Sitrick And Company, +1-212-573-6100; or Investor Inquiries—Jordan Kovler of D.F. King & Co., Inc., +1- 212-269-5550; or The Committee for Concerned Cyberonics, Inc. Shareholders, c/o Metropolitan Capital Advisors, Inc., +1-212-486-8100/

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