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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): AUGUST 21, 2000
CYBERONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19806 76-0236465
(State or other (Commission (IRS Employer
jurisdiction of file number) Identification No.)
incorporation)
16511 SPACE CENTER BOULEVARD, SUITE 600
HOUSTON, TEXAS 77058
(Address of principal executive offices) (Zip code)
(281) 228-7200
Registrant's telephone number, including area code:
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ITEM 5. OTHER EVENTS
On August 21, 2000, Cyberonics, Inc., a Delaware corporation (the
"Company), amended its Bylaws (the "Bylaws"), and amended and restated its
Preferred Shares Rights Agreement (the "Rights Agreement"), dated March 4, 1997,
as amended and restated effective February 16, 2000. The Bylaws were amended to:
(i) address the conduct of business at stockholder meetings and the procedures
for submitting stockholder proposals; (ii) require approval of two-thirds of the
stockholders for amendments to bylaws adopted by stockholders, and (iii) require
action by the board of directors to fill vacancies on the board of directors. In
addition,the indemnification provisions have been amended.
The Rights Agreements was amended to provide that rights would not
be distributed and become exercisable until earlier of (i) 10 days following a
public announcement that a person has become the beneficial owner of 15% or
more of the Company's common stock then outstanding (an "Acquiring Person"), or
(ii) 10 business days (or such later date as may be determined by action of
Company's board of directors) following the date on which a tender offer or an
exchange offer by any person is first published or sent or given to the Company
if, assuming the successful consummation of such transaction, such person would
be an Acquiring Person. Prior to this amendment, a person became an "Acquiring
Person" upon becoming the beneficial owner of 20% or more of the Company's
common stock then outstanding.
The Company has not attempted to describe all of the changes made
in the referenced amendments. Please see the full text of the Bylaws and Rights
Plan filed as exhibits hereto and incorporated herein by reference.
On September 11, 2000, Medtronic, Inc., publicly announced a
proposal to acquire the Company's outstanding common stock for $26.00 per share
in value of Medtronic common stock. The Company's response to this proposal is
contained in the press release filed as an exhibit hereto and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following Exhibits are filed as part of this report:
3.1 Bylaws, effective as of August 21, 2000.
4.1 Second Amended and Restated Preferred Shares Rights
Agreement, dated as of August 21, 2000, by and
between Cyberonics, Inc., and BankBoston, N.A.
(formerly known as First National Bank of Boston) as
Rights Agent.
99.1 Press Release dated September 11, 2000; 4:05 p.m. EDT.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CYBERONICS, INC.
/s/ PAMELA E. WESTBROOK
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Pamela E. Westbrook
Vice President, Finance and Administration
and Chief Financial Officer
Date: September 12, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 - Bylaws, effective August 21, 2000
4.1 Second Amended and Restated Preferred Shares Rights Agreement,
dated August 21, 2000 by and between Cyberonics, Inc., and
Bankboston N.A. (formerly known as First National Bank of Boston)
as Rights Agent.
99.1 Press Release dated September 11, 2000; 4:05 p.m. EDT.
