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Share Name | Share Symbol | Market | Type |
---|---|---|---|
(MM) | NASDAQ:CYBX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 69.95 | 0 | 01:00:00 |
(Mark One) | |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended April 24, 2015 | |
or | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Delaware | 76-0236465 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of Each Class of Stock | Name of Each Exchange on Which Registered | |
Common Stock — $0.01 par value per share | The NASDAQ Stock Market LLC |
Large accelerated filer | þ | Accelerated filer | o |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
EXPLANATORY NOTE | ||
PART II | PAGE NO. | |
PART IV | ||
Exhibit Number | Document Description | Report or Registration Statement | SEC File or Registration Number | Exhibit Reference | |
2.1 | Letter of Intent dated February 26, 2015 by and among Cyberonics, Inc., Sorin S.p.A., Sand Holdco Limited and Cypher Merger Sub, Inc. | Cyberonics, Inc.’s Current Report on Form 8-K filed on February 27, 2015 | 000-19806 | 2.1 | |
2.2 | Transaction Agreement dated March 23, 2015 by and among Cyberonics, Inc., Sorin S.p.A., Sand Holdco Limited and Cypher Merger Sub, Inc. | Cyberonics, Inc.’s Current Report on Form 8-K filed on March 23, 2015 | 000-19806 | 2.1 | |
3.1 | Amended and Restated Certificate of Incorporation of Cyberonics, Inc. | Cyberonics, Inc.’s Registration Statement on Form S-3 filed on February 21, 2001 | 333-56022 | 3.1 | |
3.2 | Amended and Restated Bylaws of Cyberonics, Inc. | Cyberonics, Inc.’s Current Report on Form 8-K filed on October 26, 2007 | 000-19806 | 3.2(i) | |
10.7† | Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan | Cyberonics, Inc.’s Registration Statement on Form S-8 filed on April 29, 1999 | 333-77361 | 4.1 | |
10.8† | First Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated October 2, 2000 | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 | 000-19806 | 10.2 | |
10.9† | Second Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated March 21, 2001 | Cyberonics, Inc.’s Annual Report on Form 10-K for the fiscal period ended April 30, 2004 | 000-19806 | 10.12 | |
10.10† | Third Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated July 27, 2001 | Cyberonics, Inc.’s Registration Statement on Form S-8 filed on January 22, 2002 | 333-81158 | 4.4 | |
10.11† | Fourth Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated January 2002 | Cyberonics, Inc.’s Registration Statement on Form S-8 filed on January 22, 2002 | 333-81158 | 4.5 | |
10.12† | Fifth Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated July 19, 2002 | Cyberonics, Inc.’s Registration Statement on Form S-8 filed on July 25, 2002 | 333-97095 | 4.1 | |
10.13† | Form of Stock Option Agreement under the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan between Cyberonics, Inc. and the executive officers listed on the schedule attached thereto | Cyberonics, Inc.’s Annual Report on Form 10-K for the fiscal period ended April 28, 2006 | 000-19806 | 10.69 | |
10.14† | Cyberonics, Inc. Amended and Restated 1997 Stock Plan | Cyberonics, Inc.’s Registration Statement on Form S-8 filed on March 8, 2001 | 333-56694 | 4.5 | |
10.15† | First Amendment to the Cyberonics, Inc. Amended and Restated 1997 Stock Plan dated March 21, 2001 | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 26, 2002 | 000-19806 | 10.1 | |
10.16† | Second Amendment to the Cyberonics, Inc. Amended and Restated 1997 Stock Plan dated November 21, 2002 | Cyberonics, Inc.’s Proxy Statement for the Annual Meeting of Stockholders filed on October 15, 2002 | 000-19806 | Annex B | |
10.17† | Third Amendment to the Cyberonics, Inc. Amended and Restated 1997 Stock Plan dated August 19, 2008 | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008 | 000-19806 | 10.1 | |
10.18† | Form of Executive Restricted Stock Agreement under the Cyberonics, Inc. Amended and Restated 1997 Stock Plan between Cyberonics, Inc. and the executive officers listed on the schedule attached thereto | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 27, 2007 | 000-19806 | 10.5 | |
10.19† | Form of Director Restricted Stock Agreement under the Cyberonics, Inc. Amended and Restated 1997 Stock Plan between Cyberonics, Inc. and the directors listed on the schedule attached thereto (three-year vesting) | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 27, 2007 | 000-19806 | 10.6 | |
10.20† | Form of Director Restricted Stock Agreement under the Cyberonics, Inc. Amended and Restated 1997 Stock Plan between Cyberonics, Inc. and the directors listed on the schedule attached thereto (four-year vesting) | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 27, 2007 | 000-19806 | 10.7 | |
10.21† | Form of Employee Restricted Stock Agreement under the Cyberonics, Inc. Amended and Restated 1997 Stock Plan | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 27, 2007 | 000-19806 | 10.8 |
Exhibit Number | Document Description | Report or Registration Statement | SEC File or Registration Number | Exhibit Reference | |
10.24† | Cyberonics, Inc. New Employee Equity Inducement Plan | Cyberonics, Inc.’s Registration Statement on Form S-8 filed on August 27, 2003 | 333-108281 | 4.3 | |
10.25† | Amended and Restated Cyberonics, Inc. New Employee Equity Inducement Plan | Cyberonics, Inc.’s Registration Statement on Form S-8 filed on June 18, 2007 | 333-143821 | 4.1 | |
10.26† | First Amendment to the Amended and Restated Cyberonics, Inc. New Employee Equity Inducement Plan dated August 19, 2008 | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008 | 000-19806 | 10.3 | |
10.27† | Form of Executive Restricted Stock Agreement under the Cyberonics, Inc. New Employee Equity Inducement Plan between Cyberonics, Inc. and the executive officers listed on the schedule attached thereto dated as of the dates so indicated. | Cyberonics, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 25, 2008 | 000-19806 | 10.30 | |
10.28† | Form of Executive Restricted Stock Agreement dated September 10, 2007 under the Cyberonics, Inc. New Employee Equity Inducement Plan between Cyberonics, Inc. and the executive officers listed on the schedule attached thereto relating to Cyberonics’ Common Stock Price | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007 | 000-19806 | 10.1 | |
10.29† | Form of Executive Restricted Stock Agreement dated September 10, 2007 under the Cyberonics, Inc. New Employee Equity Inducement Plan between Cyberonics, Inc. and the executive officers listed on the schedule attached thereto relating to Cyberonics’ Net Income | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007 | 000-19806 | 10.2 | |
10.30† | Form of Executive Restricted Stock Agreement dated September 10, 2007 under the Cyberonics, Inc. New Employee Equity Inducement Plan between Cyberonics, Inc. and the executive officers listed on the schedule attached thereto relating to Cyberonics’ Net Sales | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007 | 000-19806 | 10.3 | |
10.31† | Form of Executive Restricted Stock Agreement dated September 10, 2007 under the Cyberonics, Inc. New Employee Equity Inducement Plan between Cyberonics, Inc. and the executive officers listed on the schedule attached thereto relating to Cyberonics’ Net Sales and Earnings | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007 | 000-19806 | 10.4 | |
10.32† | Cyberonics, Inc. 2005 Stock Plan | Cyberonics, Inc.’s Proxy Statement for the Special Meeting of Stockholders filed on April 14, 2005 | 000-19806 | Annex A | |
10.33† | First Amendment to the Cyberonics, Inc. 2005 Stock Plan dated August 19, 2008 | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008 | 000-19806 | 10.2 | |
10.34† | Form of Director Restricted Stock Agreement effective June 1, 2005 | Cyberonics, Inc.’s Quarterly Form 10-Q for the quarter ended July 29, 2005 | 000-19806 | 10.1 | |
10.35† | Form of Amendment to Director Stock Option Agreement dated December 2006 between Cyberonics, Inc. and the directors listed on the schedule attached thereto | Cyberonics, Inc.’s Annual Report on Form 10-K for the fiscal period ended April 28, 2006 | 000-19806 | 10.68 | |
10.36† | Form of Stock Option Agreement under the Cyberonics, Inc. 2005 Stock Plan between Cyberonics, Inc. and the executive officers listed on the schedule attached thereto | Cyberonics, Inc.’s Annual Report on Form 10-K for the fiscal period ended April 28, 2006 | 000-19806 | 10.70 | |
10.37† | Form of Employee Restricted Stock Agreement under the Cyberonics, Inc. 2005 Stock Plan (one-year vesting) | Cyberonics, Inc.’s Quarterly Form 10-Q for the quarter ended July 29, 2005 | 000-19806 | 10.2 | |
10.38† | Form of Employee Restricted Stock Agreement under the Cyberonics, Inc. 2005 Stock Plan (five-year vesting) and the executive officers listed on the schedule attached thereto | Cyberonics, Inc.’s Annual Report on Form 10-K for the fiscal period ended April 28, 2006 | 000-19806 | 10.72 | |
10.39† | Cyberonics, Inc. 2009 Stock Plan | Cyberonics, Inc.’s Current Report on Form 8-K filed on September 29, 2009 | 000-19806 | 10.1 | |
10.40† | Form of Indemnification Agreement for directors of Cyberonics, Inc. | Cyberonics, Inc.’s Annual Report on Form 10-K for the fiscal period ended April 28, 2006 | 000-19806 | 10.66 | |
10.41† | Summary of Non-Equity Incentive Compensation Plans | Cyberonics, Inc.’s Annual Report on Form 10-K for the year ended April 27, 2007 | 000-19806 | 10.64 | |
10.42† | Executive Restricted Stock Agreement between Cyberonics, Inc. and Daniel J. Moore dated June 18, 2007 | Cyberonics, Inc.’s Annual Report on Form 10-K for the year ended April 27, 2007 | 000-19806 | 10.66 | |
10.43† | Employment Agreement dated March 23, 2011 between Cyberonics, Inc. and Daniel J. Moore | Cyberonics, Inc.’s Current Report on Form 8-K filed on March 29, 2011 | 000-19806 | 10.1 | |
10.44† | First Amendment to Employment Agreement dated July 25, 2011 between Cyberonics, Inc. and Daniel J. Moore | Cyberonics, Inc.’s Current Report on Form 8-K filed on July 27, 2011 | 000-19806 | 10.1 |
Exhibit Number | Document Description | Report or Registration Statement | SEC File or Registration Number | Exhibit Reference | |
10.48† | Indemnification Agreement effective August 1, 2003 between Cyberonics, Inc. and David S. Wise | Cyberonics, Inc.’s Annual Report on Form 10-K for the fiscal period ended April 28, 2006 | 000-19806 | 10.61 | |
10.63† | First Amendment to the Cyberonics, Inc. 2009 Stock Plan | Cyberonics, Inc.’s Proxy Statement on Schedule 14A filed on August 2, 2012 | 000-19806 | Appendix A | |
10.65† | Form of Stock Option Agreement under the Cyberonics, Inc. 2009 Stock Plan | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2013 | 000-19806 | 10.1 | |
10.66† | Form of Director Restricted Stock Agreement under the Cyberonics, Inc. 2009 Stock Plan (one year vesting) | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2013 | 000-19806 | 10.2 | |
10.67† | Form of Executive Restricted Stock Agreement under the Cyberonics, Inc. 2009 Stock Plan (three year vesting) | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2013 | 000-19806 | 10.3 | |
10.68† | Form of Performance Based Restricted Stock Agreement under the Cyberonics, Inc. 2009 Stock Plan | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2013 | 000-19806 | 10.4 | |
10.69† | Form of Phantom Stock Agreement under the Cyberonics, Inc. 2009 Stock Plan (time vesting) | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2013 | 000-19806 | 10.5 | |
10.70† | Form of Performance Based Phantom Stock Agreement under the Cyberonics, Inc. 2009 Stock Plan | Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2013 | 000-19806 | 10.6 | |
10.72† | Employment Agreement September 12, 2013 effective between Rohan J. Hoare, PH.D. and Cyberonics, Inc. | Cyberonics, Inc.’s Current Report on Form 8-K filed on September 12, 2013 | 000-19806 | 10.1 | |
10.73 | Support Agreement dated February 26, 2015 by and among Cyberonics, Inc., Mittel S.p.A., Equinox Two S.c.a., Tower 6 Sarl, Ghea S.r.l., Bios S.p.A. and Tower 6Bis Sarl | Cyberonics, Inc.’s Current Report on Form 8-K filed on February 27, 2015 | 000-19806 | 10.1 | |
10.74# | Flint Hills Amended and Restated License Agreement dated January 1, 2011 | Cyberonics, Inc.’s Annual Report on Form 10-K filed on June 15, 2015 | 000-19806 | 10.74 | |
10.75# | Flint Hills First Amendment to Amended and Restated License Agreement, dated January 1, 2015 | Cyberonics, Inc.’s Annual Report on Form 10-K filed on June 15, 2015 | 000-19806 | 10.75 | |
10.76 | Form of VP Employment Agreement effective January 1, 2011 | Cyberonics, Inc.’s Current Report on Form 8-K filed on January 5, 2011 | 000-19806 | 10.1 | |
10.77 | Form of First Amendment to Employee Agreement effective July 25, 2011 | Cyberonics, Inc.’s Current Report on Form 8-K filed on July 27, 2011 | 000-19806 | 10.2 | |
10.78† | Form of Employment Agreement (Messrs. Browne, Wise and Hoare) as of January 1, 2015 | Cyberonics, Inc.’s Current Report on Form 8-K filed on January 7, 2015 | 000-19806 | 10.1 | |
10.79† | Employment Agreement, effective January 1, 2015, between Darren W. Alch and Cyberonics, Inc. | Cyberonics, Inc.’s Annual Report on Form 10-K filed on June 15, 2015 | 000-19806 | 10.79 | |
10.80† | Employment Agreement dated January 22, 2015 between Daniel J. Moore and Cyberonics, Inc. | Cyberonics, Inc.’s Current Report on Form 8-K filed on January 30, 2015 | 000-19806 | 10.1 | |
21.2 | List of Subsidiaries of Cyberonics, Inc. as of June 2015 | Cyberonics, Inc.’s Annual Report on Form 10-K filed on June 15, 2015 | 000-19806 | 21.2 | |
23.1 | Consent of Independent Registered Public Accounting Firm, KPMG LLP | Cyberonics, Inc.’s Annual Report on Form 10-K filed on June 15, 2015 | 000-19806 | ||
24.1 | Powers of Attorney (included on the Signature Page to the Form 10-K) | Cyberonics, Inc.’s Annual Report on Form 10-K filed on June 15, 2015 | 000-19806 | ||
31.1* | Certification of the Chief Executive Officer of Cyberonics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
31.2* | Certification of the Chief Financial Officer of Cyberonics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
32.1* | Certification of the Chief Executive Officer and Chief Financial Officer of Cyberonics, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
CYBERONICS, INC. | ||
By: | /s/ GREGORY H. BROWNE | |
Gregory H. Browne | ||
Senior Vice President, Finance and Chief Financial Officer | ||
(Principal Financial Officer and Principal Accounting Officer) |
Signature | Title | Date |
__________*__________ Hugh M. Morrison | Chairman of the Board of Directors | July 1, 2015 |
/s/ DANIEL J. MOORE Daniel J. Moore | Director, President and Chief Executive Officer (Principal Executive Officer) | July 1, 2015 |
/s/ GREGORY H. BROWNE Gregory H. Browne | Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | July 1, 2015 |
__________*__________ Guy C. Jackson | Director | July 1, 2015 |
__________*__________ Joseph E. Laptewicz | Director | July 1, 2015 |
__________*__________ Alfred J. Novak | Director | July 1, 2015 |
__________*__________ Arthur L. Rosenthal, Ph.D. | Director | July 1, 2015 |
__________*__________ Jon T. Tremmel | Director | July 1, 2015 |
*By: /s/ DANIEL J. MOORE Daniel J. Moore, Attorney-in-fact | ||
*By: /s/ GREGORY H. BROWNE Gregory H. Browne, Attorney-in-fact |
/s/ DANIEL J. MOORE | |
Daniel J. Moore | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
/s/ GREGORY H. BROWNE | |
Gregory H. Browne | |
Senior Vice President, Finance and Chief Financial Officer | |
(Principal Financial Officer) |
/s/ DANIEL J. MOORE | |
Daniel J. Moore | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
/s/ GREGORY H. BROWNE | |
Gregory H. Browne | |
Senior Vice President, Finance and Chief Financial Officer | |
(Principal Financial Officer) |
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