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): February 6, 2008 (February 1, 2008)
Cyberonics,
Inc.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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000-19806
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76-0236465
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Cyberonics Blvd., Houston, Texas 77058
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: 281-228-7200
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 1, 2008, Richard L. Rudolph, M.D., Vice President, Clinical, Regulatory
and Medical Affairs and Chief Medical Officer, resigned his position as an
officer of Cyberonics, Inc. (the “Company”) and entered into a letter agreement
(the “Agreement”) with the Company pursuant to which he will continue to provide
services to the Company on a part-time employment basis. The
Agreement provides that Dr. Rudolph will be compensated on an hourly basis at
the rate of $250 per hour for up to 40 hours per two-week period for work as
requested by the Company and at the rate of $125 per hour for time spent
traveling at the request of the Company. In addition, Dr. Rudolph
will be entitled to receive a lump-sum payment of up to $150,000 subject to
conditions set forth in the Agreement. The Agreement further provides
for termination of the Employment Agreement dated June 15, 2006 and the
Severance Agreement dated January 1, 2003 between Dr. Rudolph and the
Company.
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SIGNATURES
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 hereunto
duly authorized.
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Cyberonics,
Inc.
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By:/s/ David S. Wise
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Name:
David S. Wise
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Title: Secretary
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February
6, 2008
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