SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CYBERONICS, INC.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
23251P-10-2
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(CUSIP Number)
Kevin T. O'Malley
Vice President and General Counsel
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, MN 55117
Telephone: (651) 483-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 3, 2000
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. | |
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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).
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CUSIP No. 23251P-10-2
1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(Entities Only)
St. Jude Medical, Inc.
41-1276891
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA
7 SOLE VOTING POWER 695,618
NUMBER OF
SHARES 8 SHARED VOTING POWER - 0 -
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 695,618
REPORTING
PERSON WITH: 10 SHARED DISPOSITIVE POWER - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 695,618
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 3.69%
14 TYPE OF REPORTING PERSON (See Instructions) CO
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(c) The purpose of this filing is to report various sales by St. Jude
Medical, Inc. of an aggregate 226,100 shares of Common Stock of Cyberonics, Inc.
("Cyberonics") from May 2000 through December 2000. The sales were effected in
open market transactions. Cyberonics' shares are traded on the Nasdaq National
Market. As a result of the sales, the remaining 695,618 shares beneficially
owned by St. Jude Medical, Inc. represent approximately 3.69% of the currently
outstanding shares of Common Stock of Cyberonics. St. Jude Medical, Inc. has
sole voting and dispositive power with respect to all of the shares of Common
Stock of Cyberonics that it owns. Set forth below are the respective sales of
Common Stock of Cyberonics made by St. Jude Medical, Inc. from May 2000 through
December 2000:
No. of
Date Shares Sold Price Per Share
---- ----------- ---------------
5/30/00 5,000 19.0000
5/31/00 2,500 19.0000
6/6/00 10,000 15.3750
6/7/00 20,000 16.0000
6/8/00 5,000 16.0629
6/9/00 2,500 16.1250
6/10/00 5,000 16.2500
6/15/00 3,500 15.0000
6/16/00 6,500 15.0000
7/7/00 5,000 13.6250
7/7/00 3,000 13.5000
7/11/00 5,000 15.0000
8/21/00 2,000 12.8750
8/22/00 1,100 12.8750
8/23/00 1,900 12.8750
8/23/00 5,000 16.2500
8/30/00 2,700 16.0000
8/31/00 2,300 16.0000
9/1/00 5,000 16.2500
9/6/00 5,000 16.0000
10/3/00 500 21.0000
10/4/00 5,000 19.5000
10/5/00 10,000 19.5625
10/16/00 15,000 18.2500
10/17/00 15,000 18.2500
10/19/00 9,000 20.0000
10/20/00 6,000 20.0000
10/23/00 10,000 22.1250
11/1/00 10,000 23.5000
11/3/00 10,000 25.0000
12/1/00 20,000 23.0547
12/5/00 6,100 23.5000
12/8/00 5,000 23.7500
12/20/00 4,500 20.0000
12/21/00 2,000 20.2500
226,100
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Remaining Shares Held: 695,618 (3.69%)
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 25, 2001
ST. JUDE MEDICAL, INC.
By: \s\ Kevin T. O'Malley
Kevin T. O'Malley
Vice President and General Counsel
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