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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): APRIL 10, 2002
CYBERONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19806 76-0236465
(State of (Commission (IRS Employer
incorporation) file number) Identification No.)
16511 SPACE CENTER BOULEVARD
CYBERONICS BUILDING
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The Audit Committee of the Board of Directors of Cyberonics, Inc. ("Cyberonics")
annually considers and recommends to the Board of Directors of Cyberonics the
selection of Cyberonics' independent public accountants. As recommended by
Cyberonics' Audit Committee, Cyberonics' Board of Directors on April 10, 2002
decided to dismiss Arthur Andersen LLP as Cyberonics' independent public
accountants.
Arthur Andersen LLP's reports on Cyberonics' consolidated financial statements
for both of the past two fiscal years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During Cyberonics' two most recent fiscal years and through April 10, 2002,
there were no disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused Arthur Andersen LLP to make reference to the
subject matter of the disagreements in connection with Arthur Andersen LLP's
report; and during such period there were no "reportable events" of the kind
listed in Item 304(a)(1)(iv) of Regulation S-K.
Cyberonics provided Arthur Andersen LLP with a copy of the foregoing disclosure
and requested Arthur Andersen LLP to furnish Cyberonics with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
statements by Cyberonics in the foregoing disclosure and, if not, stating the
respects in which it does not agree. Arthur Andersen LLP's letter is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
ITEM 7. EXHIBITS.
16.1 - Letter dated April 16, 2002, from Arthur Andersen LLP to the Securities
and Exchange Commission.
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 B. Westbrook
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Pamela B. Westbrook
Vice President, Finance and
Administration and Chief Financial Officer
Date: April 17, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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16.1 - Letter dated April 16, 2002, from Arthur Andersen LLP to the Securities
and Exchange Commission.