<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
/X/ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 /Fee Required/ For the fiscal year ended: June 30, 1996
OR
/ / Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 /No Fee Required/ For the transition period from ____________ to
____________
Commission File Number 0-19806
CYBERONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0236465
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
17448 Highway 3, Ste. 100, Webster, Texas 77598-4135
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (713) 332-1375
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, $.01
par value
(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. / /
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes / X / No / /.
The aggregate market value of voting stock held by non-affiliates
of the registrant as of September 18, 1996, was $37,307,638 based upon the last
sales price reported for such date on the NASDAQ National Market System. For
purposes of this disclosure, shares of Common Stock held by persons who hold
more than 5% of the outstanding shares of Common Stock and shares held by
officers and directors of the registrant, have been excluded in that such
persons may be deemed to be affiliates. This determination is not necessarily
conclusive.
At September 18, 1996, registrant had outstanding 11,762,542 shares
of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference herein.
<PAGE> 2
PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents Filed with Report
1. Financial Statements. The following consolidated financial
statements of Cyberonics, Inc. and subsidiary, and the Report of Independent
Public Accountants are included at pages F-1 through F-15 of this Form 10-K:
<TABLE>
<CAPTION>
DESCRIPTION PAGE NO.
- ----------------------------------------------------------------------------------------------- ---------
<S> <C>
Report of Independent Public Accountants....................................................... F-1
Consolidated Balance Sheets as of June 30, 1996 and 1995....................................... F-2
Consolidated Statements of Operations for the Three Years Ended June 30, 1996.................. F-3
Consolidated Statements of Stockholders' Equity for the Three Years Ended June 30, 1996........ F-4
Consolidated Statements of Cash Flows for the Three Years Ended June 30, 1996.................. F-5
Notes to Consolidated Financial Statements..................................................... F-6
</TABLE>
2. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3.1* Restated Certificate of Incorporation of Registrant.
3.2* Bylaws of Registrant.
10.1*(1) 1988 Incentive Stock Plan, as amended.
10.2*(1) 1991 Employee Stock Purchase Plan.
10.3* License Agreement dated March 15, 1988 between the Registrant and
Dr. Jacob Zabara.
10.4* Patent License Agreement effective as of July 28, 1989 between the Registrant and
Huntington Medical Research Institute.
10.5* Lease Agreement dated as of May 8, 1990, together with amendments thereto dated
February 27, 1991 and August 20, 1991, respectively, between the Registrant and
Collecting Bank, N.A.
10.6* Form of Indemnification Agreement.
10.7* Amended and Restated Stockholders Agreement dated October 16, 1992.
10.8 Employment Agreement dated September 30, 1995 between the Company and
Robert P. Cummins, together with amendments
dated January 10, 1996 and April 10, 1996.
10.9 Employee Retention Agreement dated September
30, 1996 between the Company and John K.
Bakewell, together with amendment dated
April 10, 1996.
10.10 Form of Change of Control Agreement (Messrs. Bakewell and Ford).
10.11 Change of Control Agreement dated May 8,
1995 between the Company and William H.
Duffell, Jr., together with extension dated
April 10, 1996.
10.12 Retention Bonus Agreement dated October 1, 1996 between the Company and
Stephen D. Ford.
</TABLE>
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<PAGE> 3
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
23.1 Consent of Independent Public Accountants.
24 Power of Attorney (see page 35).
27.1 Financial Data Schedule.
99** Agreement and Plan of Merger dated as of April 8, 1996, by and among the
Registrant, St. Jude Medical, Inc. and SJM Acquisition Corp.
</TABLE>
- ------------------------------------
* Incorporated by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 33-45118) declared effective February 10, 1993.
** Incorporated by reference to the Company's Current Report on Form 8-K
filed April 9, 1996.
(1) Document indicated is a compensatory plan.
(b) Reports on Form 8-K.
Not Applicable
(c) Exhibits
See Item 14(a)(2) above
-33-
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned thereunto duly authorized.
Registrant
CYBERONICS, INC.
September 30 , 1996 BY: /s/ John K. Bakewell
-----------------------------
John K. Bakewell
Vice President, Finance and
Administration and Chief
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
*/s/ Reese S. Terry, Jr. Chairman of the Board and September 30, 1996
- --------------------------------------- Executive Vice President
Reese S. Terry, Jr.
*/s/ Robert P. Cummins President, Chief Executive Officer and September 30, 1996
- --------------------------------------- Director
Robert P. Cummins (Principal Executive Officer)
*/s/ John K. Bakewell Vice President, Finance and September 30, 1996
- --------------------------------------- Administration and Chief Financial
John K. Bakewell Officer (Principal Financial and
Accounting Officer)
*/s/ Thomas A. Duerden Director September 30, 1996
- ---------------------------------------
Thomas A. Duerden, Ph.D.
*By /s/ John K. Bakewell
----------------------------------
John K. Bakewell
Attorney-in-Fact
</TABLE>
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<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ---------- ----------------------------------------------------------
<S> <C>
3.1* Restated Certificate of Incorporation of Registrant.
3.2* Bylaws of Registrant.
10.1*(1) 1988 Incentive Stock Plan, as amended.
10.2*(1) 1991 Employee Stock Purchase Plan.
10.3* License Agreement dated March 15, 1988 between the Registrant and
Dr. Jacob Zabara.
10.4* Patent License Agreement effective as of July 28, 1989 between the
Registrant and Huntington Medical Research Institute.
10.5* Lease Agreement dated as of May 8, 1990, together with
amendments thereto dated February 27, 1991 and August
20, 1991, respectively, between the Registrant and
Collecting Bank, N.A.
10.6* Form of Indemnification Agreement.
10.7* Amended and Restated Stockholders Agreement dated October 16,
1992.
10.8 Employment Agreement dated September 30, 1995 between the Company
and Robert P. Cummins, together with amendments dated January 10,
1996 and April 10, 1996.
10.9 Employee Retention Agreement dated September 30, 1996 between the
Company and John K. Bakewell, together with amendment dated April
10, 1996.
10.10 Form of Change of Control Agreement (Messrs. Bakewell and Ford).
10.11 Change of Control Agreement dated May 8, 1995 between the Company
and William H. Duffell, Jr., together with extension dated April
10, 1996.
10.12 Retention Bonus Agreement dated October 1, 1996 between the
Company and Stephen D. Ford.
23.1 Consent of Independent Public Accountants.
24 Power of Attorney (see page 35).
27.1 Financial Data Schedule.
99** Agreement and Plan of Merger dated as of April 8, 1996, by and
among the Registrant, St. Jude Medical, Inc. and SJM Acquisition
Corp.
</TABLE>
- ------------------------------------
* Incorporated by reference to the Company's Registrant Statement on Form
S-1 (Reg. No. 33-45118) declared effective February 10, 1993.
** Incorporated by reference to the Company's Current Report on Form 8-K
filed April 9, 1996.
(1) Document indicated is a compensatory plan.
-36-
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated July 30, 1996 included in this Form 10-K and
into the Company's previously filed Registration Statements on Form S-8.
ARTHUR ANDERSEN LLP
Houston, Texas
September 16, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 2,121,930
<SECURITIES> 80,032
<RECEIVABLES> 473,038
<ALLOWANCES> 0
<INVENTORY> 671,836
<CURRENT-ASSETS> 3,525,389
<PP&E> 332,881
<DEPRECIATION> 1,425,960
<TOTAL-ASSETS> 3,948,043
<CURRENT-LIABILITIES> 2,482,993
<BONDS> 0
0
0
<COMMON> 95,771
<OTHER-SE> 1,369,279
<TOTAL-LIABILITY-AND-EQUITY> 1,465,050
<SALES> 1,416,965
<TOTAL-REVENUES> 1,005,403
<CGS> 411,562
<TOTAL-COSTS> 11,444,613
<OTHER-EXPENSES> (97,084)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,113,250)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,113,250)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,113,250)
<EPS-PRIMARY> (1.06)
<EPS-DILUTED> 0
</TABLE>
