UNITED STATES
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
$.01 PAR VALUE
(Title of Class of Securities)
23251P102
(CUSIP Number)
Kevin S. Moore
Senior Vice President and Chief Financial Officer
The Clark Estates, Inc.
Thirty-First Floor
One Rockefeller Plaza
New York, New York 10020
Tel. No.: (212) 269-1833
With a copy to:
David W. Ambrosia, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1208
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 8, 1998
(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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
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SCHEDULE 13D
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CUSIP NO. 23251P102 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clark Estates, Inc.
13-5524538
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF SHARES 1,426,208
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,426,208
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,426,208
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.27%
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14 TYPE OF REPORTING PERSON
CO
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Pursuant to Item 101(a)(2)(ii) of Regulation S-T promulgated pursuant
to the Securities Exchange Act of 1934, as amended (the "Act"), this Amendment
No. 1 restates the Schedule 13D dated March 28, 1997 filed by The Clark Estates,
Inc. (as amended, the "Schedule 13D").
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, $.01 par value per
share (the "Common Stock") of Cyberonics, Inc., a Delaware corporation (the
"Company"). The address of the Company's principal executive offices are located
at 16511 Space Center Boulevard, Ste. 600, Houston, Texas 77062.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by The Clark Estates, Inc.
(the "Reporting Person").
The Reporting Person is a New York corporation principally engaged in
the business of providing management and administrative services for certain
institutional, corporate, individual and trust accounts affiliated with the
Clark family. The principal business and principal office address of the
Reporting Person is One Rockefeller Plaza, New York, New York 10020.
The name, business address, present principal occupation or
employment of each executive officer and director of the Reporting Person (the
"Executive Officers and Directors") are set forth in Schedule I hereto, which is
incorporated herein by reference.
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(d) - (e) During the last five years, neither the Reporting Person
nor, to the best knowledge of the Reporting Person, any of the Executive
Officers and Directors has (A) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (B) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Each of the persons listed in this Item 2 or Schedule I hereto
is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
All the shares of Company Common Stock owned by the Reporting Person
were purchased in open market transactions. As of May 17, 1998, the Reporting
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Person was the beneficial owner of 1,101,208 shares of Common Stock. The
Reporting Person's further purchases of Common Stock are described in Schedule
II hereto, which is incorporated herein by reference. As a result of the
purchases of an additional 325,000 shares of Common Stock in the aggregate from
May 18, 1998 through June 11, 1998, the Reporting Person became the beneficial
owner of an additional 1.88% of the Common Stock. The 1,426,208 total shares,
representing 8.27% of Company Common Stock, were acquired by funds available for
investment in certain of the accounts of which the Reporting Person provides
management and administrative services.
Item 4. Purpose of Transaction.
All of the shares of Common Stock have been acquired for investment
purposes. The Reporting Person currently does not have any plans or proposals of
the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D,
except that the Reporting Person may acquire additional shares of Common Stock
in open market transactions for investment purposes. Any decision of the
Reporting Person either to purchase additional shares of Company Common Stock or
to dispose of any shares will take into account various factors, including
general economic conditions and money and stock market conditions.
Item 5. Interest in Securities of the Issuer.
(a) The 1,426,208 shares of Company Common Stock
beneficially owned by the Reporting Person constitute 8.27% of the outstanding
shares of Company Common Stock (based upon an aggregate of 17,238,950
outstanding shares of Company Common Stock as of May 8, 1998, as reported in the
Company's Form 10-Q for the period ended March 31, 1998).
(b) The Reporting Person has sole power to vote or to
direct the vote of the shares of Company Common Stock referred to in paragraph
(a) above and sole power to dispose or to direct the disposition of any such
shares.
(c) Information with respect to all transactions in the
Company Common Stock which were effected by the Reporting Person during the past
sixty days are set forth in Schedule II hereto, which is incorporated herein by
reference.
(d) No person other than the Reporting Person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Company Common Stock referred to in
paragraph (a) above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Neither the Reporting Person, nor (to the best knowledge of
the Reporting Person) any of the Executive Officers and Directors, has any
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contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Company, including but not
limited to the transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or the withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 10, 1998
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Date
/s/ Kevin S. Moore
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Signature
Senior Vice President and
Chief Financial Officer
The Clark Estates, Inc.
- -------------------------
Name/Title
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SCHEDULE I
Executive Officers and Directors of
The Clark Estates, Inc.
Except where otherwise indicated, the business address of each of the
following is The Clark Estates, Inc., One Rockefeller Plaza, New York, New York
10020.
Principal Occupation
Name and Name of Business
- ---- --------------------
Edward W. Stack President and Director
The Clark Estates, Inc.
Management Services
Jane F. Clark Chairman and Director
The Clark Estates, Inc.
Management Services
Kevin S. Moore Senior Vice President, Chief
Financial Officer and Director
The Clark Estates, Inc.
Management Services
William T. Burdick Secretary
The Clark Estates, Inc.
Management Services
Anne L. Peretz Director
The Clark Estates, Inc.
Management Services
Marshall F. Wallach Director
The Clark Estates, Inc.
Management Services
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SCHEDULE II
Transactions in Company Common Stock
Effected by Reporting Person
During Past Sixty Days
Date Transaction Number of Per Share
Type Shares Purchased Sale Price
05-18-98 Market Purchase 16,900 13.62570
05-19-98 Market Purchase 98,100 14.53360
05-20-98 Market Purchase 10,000 14.50000
06-05-98 Market Purchase 30,000 11.99790
06-08-98 Market Purchase 100,000 12.20250
06-08-98 Market Purchase 50,000 12.29910
06-08-98 Market Purchase 20,000 12.12500
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