SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
CYBERONICS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
23251P-10-2
(CUSIP Number)
Kevin T. O'Malley
Vice President and General Counsel
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, MN 55117
Telephone: (612) 483-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 1996
(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(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. [ ] (A fee
is not required only if the reporting person: (1) Has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 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).
Page 1 of 3 pages
CUSIP No. 23251P-10-2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ST. JUDE MEDICAL, INC., 41-1276891
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MINNESOTA
7 SOLE VOTING POWER
2,181,818
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,181,818
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,181,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
14 TYPE OF REPORTING PERSON (See instructions)
CO
Page 2 of 3 pages
Item 4. Purpose of Transaction
On April 8, 1996 officers of St. Jude Medical, Inc. ("SJM") and
Cyberonics, Inc. ("Cyberonics") signed an Agreement and Plan of Merger ("Merger
Agreement") which in effect gave SJM the option, but not the obligation, to
consummate an acquistion of Cyberonics by SJM ("the Merger"). The Merger
Agreement provided that this option would effectively expire on October 19,
1996. On October 16, 1996, SJM decided not to complete the proposed Merger of
Cyberonics.
Signature
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 22, 1996
ST. JUDE MEDICAL, INC.
By /s/ Kevin T. O'Malley
------------------------------------
Kevin T. O'Malley
Vice President and General Counsel
Page 3 of 3 pages
