UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-K/A
(Amendment No. 1)
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(Mark One) |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the fiscal year ended April 24, 2015 |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to |
Commission file number: 0-19806
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Cyberonics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 76-0236465 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Cyberonics Building
100 Cyberonics Blvd.
Houston, Texas
77058-2072
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(281) 228-7200
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Securities registered pursuant to Section 12(b) of the Act:
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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 |
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | þ | Accelerated filer | o |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of October 24, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the last sales price reported for such date on the NASDAQ Global Market was approximately $930.3 million. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding shares of common stock and shares held by officers and directors of the registrant have been excluded as such persons may be deemed to be affiliates.
At June 9, 2015, 26,012,364 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement of Cyberonics, Inc. for the 2015 Annual Meeting of Stockholders, which will be filed within 120 days of April 24, 2015, are incorporated by reference into Part III of this Annual Report on Form 10-K.
CYBERONICS, INC.
TABLE OF CONTENTS
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EXPLANATORY NOTE |
| PART II | PAGE NO. |
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| PART IV | |
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Explanatory Note
In this Amendment No. 1 (this “Amendment”) for Cyberonics, Inc., the terms “the Company,” “we,” and “our” refer to Cyberonics, Inc. and its consolidated subsidiaries (Cyberonics Europe BVBA, Cyberonics France Sarl, Cyberonics Holdings LLC, CYBX Netherlands C.V., Cyberonics Spain, S.L. and Cyberonics Latam, S.R.L.).
This Amendment amends the Annual Report on Form 10-K for the Company, originally filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2015 (the “Original Filing”), solely for the purposes of amending Item 9A of the Original Filing to correct two typographical errors found in Item 9A(b) Management’s Report on Internal Control over Financing Reporting (“Item 9A(b)”). The first typographical error, found in the second paragraph of Item 9A(b), inadvertently referred to April 25, 2014, and has been amended to refer to April 24, 2015. The second typographical error, found in the last paragraph of Item 9A(b), inadvertently referred to page 47, and has been amended to refer to page 46.
This Amendment hereby amends Item 9A of the Original Filing.
Except as described above and updates to the List of Exhibits and Index to Exhibits, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment.
PART II
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of April 24, 2015.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of our annual consolidated financial statements, our management, under the supervision and with the participation of our CEO and CFO, assessed the effectiveness of our internal control over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (1992) . Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of April 24, 2015.
KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued a report on our internal control over financial reporting as of April 24, 2015. This report, dated June 15, 2015, appears on page 46.
(c) Changes in Internal Control Over Financial Reporting
During the 52 weeks ended April 24, 2015, there have been no changes that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(3) Index to Exhibits
The exhibits marked with the asterisk symbol (*) are filed or furnished (in the case of Exhibit 32.1) with this Form 10-K/A. The exhibits marked with the cross symbol (†) are management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K. The exhibits marked with the pound symbol (#) have been redacted and are the subject of an application for confidential treatment filed with the SEC pursuant to Rule 24b-2 of the general rules and regulations promulgated under the Exchange Act.
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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 |
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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 |
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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 | | | | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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| CYBERONICS, INC. |
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| By: | /s/ GREGORY H. BROWNE |
| | Gregory H. Browne |
| | Senior Vice President, Finance and Chief Financial Officer |
| | (Principal Financial Officer and Principal Accounting Officer) |
Date: July 1, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
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Signature | Title | Date |
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__________*__________ Hugh M. Morrison | Chairman of the Board of Directors | July 1, 2015 |
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/s/ DANIEL J. MOORE Daniel J. Moore | Director, President and Chief Executive Officer (Principal Executive Officer) | July 1, 2015 |
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/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 |
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__________*__________ Guy C. Jackson | Director | July 1, 2015 |
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__________*__________ Joseph E. Laptewicz | Director | July 1, 2015 |
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__________*__________ Alfred J. Novak | Director | July 1, 2015 |
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__________*__________ Arthur L. Rosenthal, Ph.D. | Director | July 1, 2015 |
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__________*__________ Jon T. Tremmel | Director | July 1, 2015 |
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*By: /s/ DANIEL J. MOORE Daniel J. Moore, Attorney-in-fact | | |
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*By: /s/ GREGORY H. BROWNE Gregory H. Browne, Attorney-in-fact | | |
EXHIBIT 31.1
CERTIFICATION
I, Daniel J. Moore, certify that:
1. I have reviewed this Annual Report on Form 10-K for the period ended April 24, 2015 of Cyberonics, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 1, 2015
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| /s/ DANIEL J. MOORE |
| Daniel J. Moore |
| President and Chief Executive Officer |
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, Gregory H. Browne, certify that:
1. I have reviewed this Annual Report on Form 10-K for the period ended April 24, 2015 of Cyberonics, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 1, 2015
|
| |
| |
| /s/ GREGORY H. BROWNE |
| Gregory H. Browne |
| Senior Vice President, Finance and Chief Financial Officer |
| (Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION OF THE
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
OF CYBERONICS, INC.
PURSUANT TO 18 U.S.C. SECTION 1350
Daniel J. Moore, President and Chief Executive Officer of Cyberonics, Inc. (the Company), and Gregory H. Browne, the Vice President, Finance and Chief Financial Officer of the Company, each hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Company’s Annual Report on Form 10-K for the period ended April 24, 2015 as filed with the Securities and Exchange Commission on the date hereof (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 1, 2015
|
| |
| |
| /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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