AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2002
Registration No. 333-76368
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CYBERONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0236465
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16511 SPACE CENTER BLVD.,
CYBERONICS BUILDING,
HOUSTON, TEXAS 77058
(281) 228-7200
(Address of principal executive offices, including zip code)
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STAND-ALONE STOCK OPTION AGREEMENT FOR MICHAEL CHENEY
STAND-ALONE STOCK OPTION AGREEMENT FOR RICHARD RUDOLPH
(Full title of the plan)
PAMELA B. WESTBROOK
VICE PRESIDENT & CHIEF FINANCIAL OFFICER
16511 SPACE CENTER BLVD.,
CYBERONICS BUILDING,
HOUSTON, TEXAS 77058
(Name and address of agent for service)
(281) 228-7200
(Telephone number, including area code, of agent for service)
Copies to:
David P. Oelman
Vinson & Elkins L.L.P.
2300 First City Tower, 1001 Fannin Street
Houston, Texas 77002
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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TITLE OF MAXIMUM PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE REGISTRATION FEE
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N/A* N/A* N/A* N/A* N/A*
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* No additional securities are being registered, and registration fees were
paid upon the filing of the original Registration Statement on Form S-8
(File No. 333-76368) filed on January 7, 2002. Therefore, no further
registration fee is required.
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PART II
EXPLANATORY NOTE
This Post-Effective Amendment to the registrant's Form S-8 Registration
Statement filed on January 7, 2002 (File No. 333-76368) (the "Registration
Statement") replaces each Exhibit 5.1, 23.1 and 23.2 to the Registration
Statement with new Exhibit 5.1, 23.1 and 23.2, as filed herewith.
-2-
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission on February 21, 2001).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Report on Form 8-K filed with the
Securities & Exchange Commission on September 12, 2000).
4.3** Stand-Alone Stock Option Agreement with Michael Cheney.
4.4** Stand-Alone Stock Option Agreement with Richard Rudolph.
5.1* Opinion of Vinson & Elkins L.L.P.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
hereto).
24.1** Powers of Attorney.
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* Filed herewith.
** Previously filed.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable rounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 8th day of January, 2002.
CYBERONICS, INC.
By: /s/ PAMELA B. WESTBROOK
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Pamela B. Westbrook
Vice President, Finance and Administration,
Secretary and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the 8th day of January, 2002.
SIGNATURE TITLE
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/s/ ROBERT P. CUMMINS President, Chief Executive Officer and Chairman
-------------------------------------------- of the Board of Directors
Robert P. Cummins (Principal Executive Officer)
/s/ PAMELA B. WESTBROOK Vice President, Finance and Administration,
-------------------------------------------- Secretary and Chief Financial Officer
Pamela B. Westbrook (Principal Financial and Accounting Officer)
* Director
--------------------------------------------
Reese S. Terry, Jr.
* Director
--------------------------------------------
Stanley H. Appel, M.D.
Director
--------------------------------------------
Tony Coelho
* Director
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Thomas A. Duerden, Ph.D.
* Director
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Michael J. Strauss, M.D.
Director
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Alan J. Olsen
* Director
--------------------------------------------
Ronald A. Matricaria
* /s/ PAMELA B. WESTBROOK
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Pamela B. Westbrook, Attorney-in-fact
II-4
INDEX TO EXHIBITS
4.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission on February 21, 2001).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Report on Form 8-K filed with the
Securities & Exchange Commission on September 12, 2000).
4.3** Stand-Alone Stock Option Agreement with Michael Cheney.
4.4** Stand-Alone Stock Option Agreement with Richard Rudolph.
5.1* Opinion of Vinson & Elkins L.L.P.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
hereto).
24.1** Powers of Attorney.
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* Filed herewith.
** Previously filed.