UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
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)
November 20, 2006
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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).
SCHEDULE 13D
This Amendment No. 3 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, and as amended by Amendment No. 2 filed on November 1, 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.
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On November 20, 2006, MetCap GP, on behalf of itself and the Committee, issued a press release related to the apparent forced resignation of the Issuer’s chief executive officer, a copy of which is filed as Exhibit 1 hereto and incorporated by reference herein.
Item 7. Material to be filed as Exhibits.
| Exhibit 1 | Press Release dated November 20, 2006. |
Page 2 of 6
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: November 21, 2006
| 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. |
Page 3 of 6
| 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 |
Page 4 of 6
| 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 |
| /s/ Karen Finerman |
| Karen Finerman |
Page 5 of 6