SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Cyberonics, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
23251P102
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(CUSIP NUMBER)
Rho Management Partners, LP
124 Dune Road
Quogue, New York 11959
Tel. No.: (516) 653-9086
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Stephen Rosenberg, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt, LLP
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
November 9, 1998
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(Date of event which requires
filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1-(b)
[x] Rule 13d-1-(c)
[ ] Rule 13d-1-(d)
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.
Page 1 of 7 Pages
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CUSIP No. 23251P102
Cyberonics, Inc.
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Rho Management Partners, LP and Joshua Ruch
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization: Rho Management Partners,
LP was formed in the State of Delaware and Joshua Ruch is a
citizen of the Republic of South Africa.
Number of Shares 5. Sole Voting Power 1,066,386
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting 7. Sole Dispositive Power 1,066,386
Person
With 8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,066,386
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row 9 6.11%
12. Type of Reporting Person (See Instructions) Rho Management
Partners, LP is a PN and Joshua Ruch is an IN
Page 2 of 7 Pages
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CUSIP No. 23251P102
Cyberonics, Inc.
Item 1(a) Name of Issuer:
Cyberonics, Inc.
Item 1(b) Address of Issuer:
Cyberonics, Inc.
16511 Space Center Blvd.
Suite 600
Houston, TX 77058
Item 2(a) Name of Person Filing:
Rho Management Partners, LP
Joshua Ruch
Item 2(b) Address of Principal Business Office or, if none, Residence:
The principal business address of Rho Management Partners, LP is
124 Dune Road
Quogue, New York 11959
The principal business address of Joshua Ruch is
c/o Rho Management Company, Inc.
767 Fifth Avenue
43rd Floor
New York, New York 10153
Item 2(c) Citizenship:
Rho Management Partners, LP is a Delaware Limited Partnership
Mr. Ruch is a citizen of the Republic of South Africa
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
23251P102
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or 13d-2(c) promulgated under the Securities Exchange
Act of 1934, check whether the filing person is a:
Page 3 of 7 Pages
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CUSIP No. 23251P102
Cyberonics, Inc.
a. |_| Broker or dealer registered under Section 15 of the Act,
b. |_| Bank as defined in Section 3(a)(6) of the Act,
c. |_| Insurance Company as defined in Section 3(a)(19) of the Act,
d. |_| Investment Company registered under Section 8 of the Investment
Company Act,
e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
f. |_| Employee Benefit Plan,or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F),
g. |_| Parent Holding Company or Control Person, in accordance with
Rule 13d-1(b)(ii)(G); (Note: see Item 7)
h. |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
i. |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
j. |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this box [X]
Item 4 Ownership:
(a) Amount Beneficially Owned:
As of November 18, 1998, 1,066,386 shares
(the "Shares") were beneficially owned by the filing
persons.
(b) Percent of Class: 6.11% based on 17,439,000 shares
outstanding.
(c) Number of shares as to which such persons have:
(i) sole power to vote or to direct the vote:
1,066,386 shares
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
1,066,386 shares
Page 4 of 7 Pages
<PAGE>
CUSIP No. 23251P102
Cyberonics, Inc.
(iv) shared power to dispose or direct the disposition of:
0
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Other persons have the right to receive or the power to direct
the receipt of dividends from, or proceeds of the sale of the
Shares. No such interest relates to more than five percent of
such Shares.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
No applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Page 5 of 7 Pages
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CUSIP No. 23251P102
Cyberonics, Inc.
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.
November 18, 1998
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Date
/s/ Joshua Ruch
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Signature
Joshua Ruch
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Name/Title
Page 6 of 7 Pages
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CUSIP No. 639579104
Cyberonics, Inc.
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.
November 18, 1998
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Date
Rho Management Partners, LP
By: Atlas Capital Corp., General Partner
By:
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/s/ Joshua Ruch
Joshua Ruch, President
Joshua Ruch, President
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Name/Title
Page 7 of 7 Pages
