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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)*
CYBERONICS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
23251P102
(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Tel. No.: (212) 977-6900
With a copy to:
Robin L. Spear, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
Tel. No.: (212) 858-1217
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 2, 2000
(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 that is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the
following box: / /
* 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 disclosures provided in a prior cover page.
The information required on 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).
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AMENDMENT NO. 2 TO
SCHEDULE 13D
CUSIP NO. 23251P102
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE CLARK ESTATES, INC.
13-5524538
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
NUMBER OF SHARES 1,217,683 (SEE ITEM 5)
BENEFICIALLY
OWNED BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
9 SOLE DISPOSITIVE POWER
1,217,683 (SEE ITEM 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,217,683 (SEE ITEM 5)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 2
TO
SCHEDULE 13D
The items identified below, or the particular paragraph of such items
which are identified below, are amended or restated as set forth below.
Capitalized terms not otherwise defined have the meanings ascribed to them in
the Amendment No. 1 to 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
"Issuer"). The address of the Issuer's principal executive offices is 16511
Space Center Boulevard, Ste. 600, Houston, Texas 77058.
Item 2. Identity and Background.
Schedule I is amended as provided in the attached Schedule I.
Item 5. Interest in Securities of the Issuer.
(a) The 1,217,683 shares of the Issuer's Common Stock beneficially
owned by the Reporting Person constitutes 6.7% of the outstanding shares of the
Issuer's Common Stock (based upon an aggregate of 18,168,355 outstanding shares
of the Issuer's Common Stock as of February 4, 2000, as reported in the Issuer's
Quarterly Report on Form 10-Q/A for the period ended December 31, 1999, and
filed on February 15, 2000).
(c) Information with respect to all transactions in the Issuer's 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.
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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.
Dated: February 29, 2000
THE CLARK ESTATES, INC.
By: s/KEVIN S. MOORE
-----------------------------------
Name: Kevin S. Moore
Title: President
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SCHEDULE I
Directors and Executive Officers of
The Clark Estates, Inc.
<TABLE>
<CAPTION>
Principal Occupation, and
Name, Principal Business and
Name Address of Employer
---- -------------------
<S> <C>
Jane Forbes Clark Chairman and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Kevin S. Moore President and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Anne L. Peretz Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Eric L. Straus Senior Vice President and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Marshall F. Wallach Director, The Clark Estates, Inc.
President
The Wallach Corporation
Investment Banking
1401 17th Street
Suite 750
Denver, CO 80202
</TABLE>
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<TABLE>
<S> <C>
Richard C. Vanison Vice President and Treasurer
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
William T. Burdick Secretary
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
</TABLE>
All of the executive officers and directors of the Clark Estates, Inc. are
United States citizens.
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SCHEDULE II
Transactions in Common Stock of the Issuer
Effected by Reporting Person
During Past Sixty Days
<TABLE>
<CAPTION>
Transaction Number of Per Share
Date Type Shares Sold or Delivered Sale Price
---- ---- ------------------------ ----------
<S> <C> <C> <C>
01-27-00 Market Sale 200,000 $24.59250
01-31-00 Delivered 3,275 n/a
02-01-00 Market Sale 13,000 23.38940
02-02-00 Market Sale 27,800 23.58480
02-03-00 Market Sale 51,500 23.61410
02-04-00 Market Sale 7,700 23.50080
</TABLE>
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