UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


_______________


Form 10-K/A


(Amendment No. 1)





(Mark One)þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 24, 2015oroTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from        to





Commission file number: 0-19806


_______________








Cyberonics, Inc.


(Exact name of registrant as specified in its charter)





Delaware76-0236465(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification 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


_______________





Securities registered pursuant to Section 12(b) of the Act:





Title of Each Class of StockName of Each Exchange on Which RegisteredCommon Stock — $0.01 par value per shareThe NASDAQ Stock Market LLC





Securities registered pursuant to Section 12(g) of the Act:  None


_______________





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.





Large accelerated filerþAccelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyo





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.


























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CYBERONICS, INC.


TABLE OF CONTENTS


EXPLANATORY NOTEPART IIPAGE NO.Item 9A.Controls and Procedures2PART IVItem 15.Exhibits, Financial Statement Schedules3







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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.


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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.


ExhibitNumberDocument DescriptionReport or Registration StatementSEC File orRegistrationNumberExhibitReference2.1Letter 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, 2015000-198062.12.2Transaction 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, 2015000-198062.13.1Amended and Restated Certificate of Incorporation of Cyberonics, Inc.Cyberonics, Inc.’s Registration Statement on Form S-3 filed on February 21, 2001333-560223.13.2Amended and Restated Bylaws of Cyberonics, Inc.Cyberonics, Inc.’s Current Report on Form 8-K filed on October 26, 2007000-198063.2(i)10.7†Cyberonics, Inc. Amended and Restated 1996 Stock Option PlanCyberonics, Inc.’s Registration Statement on Form S-8 filed on April 29, 1999333-773614.110.8†First Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated October 2, 2000Cyberonics, Inc.’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2000000-1980610.210.9†Second Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated March 21, 2001Cyberonics, Inc.’s Annual Report onForm 10-K for the fiscal period ended April 30, 2004000-1980610.1210.10†Third Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated July 27, 2001Cyberonics, Inc.’s Registration Statement on Form S-8 filed on January 22, 2002333-811584.410.11†Fourth Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated January 2002Cyberonics, Inc.’s Registration Statement on Form S-8 filed on January 22, 2002333-811584.510.12†Fifth Amendment to the Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan dated July 19, 2002Cyberonics, Inc.’s Registration Statement on Form S-8 filed on July 25, 2002333-970954.110.13†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 theretoCyberonics, Inc.’s Annual Report onForm 10-K for the fiscal period ended April 28, 2006000-1980610.6910.14†Cyberonics, Inc. Amended and Restated 1997 Stock PlanCyberonics, Inc.’s Registration Statement on Form S-8 filed on March 8, 2001333-566944.510.15†First Amendment to the Cyberonics, Inc. Amended and Restated 1997 Stock Plan dated March 21, 2001Cyberonics, Inc.’s Quarterly Report onForm 10-Q for the quarter ended July 26, 2002000-1980610.110.16†Second Amendment to the Cyberonics, Inc. Amended and Restated 1997 Stock Plan dated November 21, 2002Cyberonics, Inc.’s Proxy Statement for the Annual Meeting of Stockholders filed on October 15, 2002000-19806Annex B10.17†Third Amendment to the Cyberonics, Inc. Amended and Restated 1997 Stock Plan dated August 19, 2008Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008000-1980610.110.18†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 theretoCyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 27, 2007000-1980610.510.19†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, 2007000-1980610.610.20†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, 2007000-1980610.710.21†Form of Employee Restricted Stock Agreement under the Cyberonics, Inc. Amended and Restated 1997 Stock PlanCyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 27, 2007000-1980610.8


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ExhibitNumberDocument DescriptionReport or Registration StatementSEC File orRegistrationNumberExhibitReference10.24†Cyberonics, Inc. New Employee Equity Inducement PlanCyberonics, Inc.’s Registration Statement on Form S-8 filed on August 27, 2003333-1082814.310.25†Amended and Restated Cyberonics, Inc. New Employee Equity Inducement PlanCyberonics, Inc.’s Registration Statement on Form S-8 filed on June 18, 2007333-1438214.110.26†First Amendment to the Amended and Restated Cyberonics, Inc. New Employee Equity Inducement Plan dated August 19, 2008Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008000-1980610.310.27†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, 2008000-1980610.3010.28†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 PriceCyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007000-1980610.110.29†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 IncomeCyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007000-1980610.210.30†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 SalesCyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007000-1980610.310.31†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 EarningsCyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007000-1980610.410.32†Cyberonics, Inc. 2005 Stock PlanCyberonics, Inc.’s Proxy Statement for the Special Meeting of Stockholders filed on April 14, 2005000-19806Annex A10.33†First Amendment to the Cyberonics, Inc. 2005 Stock Plan dated August 19, 2008Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008000-1980610.210.34†Form of Director Restricted Stock Agreement effective June 1, 2005Cyberonics, Inc.’s Quarterly Form 10-Q for the quarter ended July 29, 2005000-1980610.110.35†Form of Amendment to Director Stock Option Agreement dated December 2006 between Cyberonics, Inc. and the directors listed on the schedule attached theretoCyberonics, Inc.’s Annual Report onForm 10-K for the fiscal period ended April 28, 2006000-1980610.6810.36†Form of Stock Option Agreement under the Cyberonics, Inc. 2005 Stock Plan between Cyberonics, Inc. and the executive officers listed on the schedule attached theretoCyberonics, Inc.’s Annual Report onForm 10-K for the fiscal period ended April 28, 2006000-1980610.7010.37†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, 2005000-1980610.210.38†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 theretoCyberonics, Inc.’s Annual Report onForm 10-K for the fiscal period ended April 28, 2006000-1980610.7210.39†Cyberonics, Inc. 2009 Stock PlanCyberonics, Inc.’s Current Report on Form 8-K filed on September 29, 2009000-1980610.110.40†Form of Indemnification Agreement for directors of Cyberonics, Inc.Cyberonics, Inc.’s Annual Report onForm 10-K for the fiscal period ended April 28, 2006000-1980610.6610.41†Summary of Non-Equity Incentive Compensation PlansCyberonics, Inc.’s Annual Report on Form 10-K for the year ended April 27, 2007000-1980610.6410.42†Executive Restricted Stock Agreement between Cyberonics, Inc. and Daniel J. Moore dated June 18, 2007Cyberonics, Inc.’s Annual Report on Form 10-K for the year ended April 27, 2007000-1980610.6610.43†Employment Agreement dated March 23, 2011 between Cyberonics, Inc. and Daniel J. MooreCyberonics, Inc.’s Current Report on Form 8-K filed on March 29, 2011000-1980610.110.44†First Amendment to Employment Agreement dated July 25, 2011 between Cyberonics, Inc. and Daniel J. MooreCyberonics, Inc.’s Current Report on Form 8-K filed on July 27, 2011000-1980610.1


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ExhibitNumberDocument DescriptionReport or Registration StatementSEC File orRegistrationNumberExhibitReference10.48†Indemnification Agreement effective August 1, 2003 between Cyberonics, Inc. and David S. WiseCyberonics, Inc.’s Annual Report onForm 10-K for the fiscal period ended April 28, 2006000-1980610.6110.63†First Amendment to the Cyberonics, Inc. 2009 Stock PlanCyberonics, Inc.’s Proxy Statement on Schedule 14A filed on August 2, 2012000-19806Appendix A10.65†Form of Stock Option Agreement under the Cyberonics, Inc. 2009 Stock PlanCyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2013000-1980610.110.66†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, 2013000-1980610.210.67†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, 2013000-1980610.310.68†Form of Performance Based Restricted Stock Agreement under the Cyberonics, Inc. 2009 Stock PlanCyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2013000-1980610.410.69†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, 2013000-1980610.510.70†Form of Performance Based Phantom Stock Agreement under the Cyberonics, Inc. 2009 Stock PlanCyberonics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2013000-1980610.610.72†Employment Agreement September 12, 2013 effective between Rohan J. Hoare, PH.D. and Cyberonics, Inc.Cyberonics, Inc.’s Current Report onForm 8-K filed on September 12, 2013000-1980610.110.73Support 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 SarlCyberonics, Inc.’s Current Report onForm 8-K filed on February 27, 2015000-1980610.110.74#Flint Hills Amended and Restated License Agreement dated January 1, 2011Cyberonics, Inc.’s Annual Report onForm 10-K filed on June 15, 2015000-1980610.7410.75#Flint Hills First Amendment to Amended and Restated License Agreement, dated January 1, 2015Cyberonics, Inc.’s Annual Report onForm 10-K filed on June 15, 2015000-1980610.7510.76Form of VP Employment Agreement effective January 1, 2011Cyberonics, Inc.’s Current Report on Form 8-K filed on January 5, 2011000-1980610.110.77Form of First Amendment to Employee Agreement effective July 25, 2011Cyberonics, Inc.’s Current Report on Form 8-K filed on July 27, 2011000-1980610.210.78†Form of Employment Agreement (Messrs. Browne, Wise and Hoare) as of January 1, 2015Cyberonics, Inc.’s Current Report on Form 8-K filed on January 7, 2015000-1980610.110.79†Employment Agreement, effective January 1, 2015, between Darren W. Alch and Cyberonics, Inc.Cyberonics, Inc.’s Annual Report onForm 10-K filed on June 15, 2015000-1980610.7910.80†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, 2015000-1980610.121.2List of Subsidiaries of Cyberonics, Inc. as of June 2015Cyberonics, Inc.’s Annual Report onForm 10-K filed on June 15, 2015000-1980621.223.1Consent of Independent Registered Public Accounting Firm, KPMG LLPCyberonics, Inc.’s Annual Report onForm 10-K filed on June 15, 2015000-1980624.1Powers of Attorney (included on the Signature Page to the Form 10-K)Cyberonics, Inc.’s Annual Report onForm 10-K filed on June 15, 2015000-1980631.1*Certification of the Chief Executive Officer of Cyberonics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*Certification of the Chief Financial Officer of Cyberonics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*Certification of the Chief Executive Officer and Chief Financial Officer of Cyberonics, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002








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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.





CYBERONICS, INC.By:/s/ GREGORY H. BROWNEGregory H. BrowneSenior 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:








SignatureTitleDate__________*__________Hugh M. MorrisonChairman of the Board of DirectorsJuly 1, 2015/s/  DANIEL J. MOOREDaniel J. MooreDirector, President and Chief Executive Officer(Principal Executive Officer)July 1, 2015/s/  GREGORY H. BROWNEGregory H. BrowneSenior Vice President, Finance and Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)July 1, 2015__________*__________Guy C. JacksonDirectorJuly 1, 2015__________*__________Joseph E. LaptewiczDirectorJuly 1, 2015__________*__________Alfred J. NovakDirectorJuly 1, 2015__________*__________Arthur L. Rosenthal, Ph.D.DirectorJuly 1, 2015__________*__________Jon T. TremmelDirectorJuly 1, 2015*By: /s/ DANIEL J. MOOREDaniel J. Moore, Attorney-in-fact*By: /s/ GREGORY H. BROWNEGregory H. Browne, Attorney-in-fact








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