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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response.............14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. FOUR) *
Cyberonics, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
23251P 10 2
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(CUSIP Number)
December 31, 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 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
Page 1 of 4 pages
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CUSIP NO. 23251P 10 2
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Reese S. Terry, Jr.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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(5) SOLE VOTING POWER
NUMBER OF 735,500*
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 735,500*
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(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
735,500*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
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(12) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
*INCLUDES 134,500 SHARES HELD IN TRUSTS FOR THE BENEFIT OF MR. TERRY'S CHILDREN,
OF WHICH MR. TERRY SERVES AS TRUSTEE, AND 44,500 SHARES UNDERLYING STOCK OPTIONS
EXERCISABLE WITHIN 60 DAYS OF DECEMBER 31, 1998.
Page 2 of 4 pages
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<TABLE>
<S> <C>
ITEM 1.
(a) Name of Issuer Cyberonics, Inc.
(b) Address of Issuer's Principal Executive Offices 16511 Space Center Blvd., Suite 600
Houston, TX 77058
ITEM 2.
(a) Name of Person Filing Reese S. Terry, Jr.
(b) Address of Principal Business Office or, if none, Residence Cyberonics, Inc.
16511 Space Center Blvd., Suite 600
Houston, TX 77058
(c) Citizenship United States of America
(d) Title of Class of Securities Common Stock
(e) CUSIP Number N/A
</TABLE>
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: N/A
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment advisor in accordance with Section
240.13d-1(b)(1) (ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(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 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
(a) Amount of beneficially owed: 735,500*
(b) Percent of class: 4.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 735,500*
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 735,500*
(iv) Shared power to dispose or to 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 [X].
*INCLUDES 134,500 SHARES HELD IN TRUSTS FOR THE BENEFIT OF MR. TERRY'S CHILDREN,
OF WHICH MR. TERRY SERVES AS TRUSTEE, AND 44,500 SHARES UNDERLYING STOCK OPTIONS
EXERCISABLE WITHIN 60 DAYS OF DECEMBER 31, 1998.
Page 3 of 4 pages
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
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
Not 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
February 9, 1999
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Date
/s/ Reese S. Terry, Jr.
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Signature
Reese S. Terry, Jr., Chairman of the Board,
Executive Vice President and Secretary
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Name/Title
Page 4 of 4 pages
