##### Table of Contents



As
filed with the Securities and Exchange Commission on June 15, 2007.
 Registration No. 333-
   SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 Cyberonics, Inc.
  Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    76-02364655
(I.R.S. Employer
Identification Number)
 Cyberonics Building
100 Cyberonics Boulevard
Houston, Texas 77058-2072
(281) 228-7200
 
 Cyberonics, Inc.
Amended and Restated
New Employee Equity Inducement Plan
 David S. Wise
Cyberonics, Inc.
Cyberonics Building
100 Cyberonics Boulevard
Houston, Texas 77058-2072
 (281) 228-7200
 Copies to:
 
 CALCULATION OF REGISTRATION FEE
 Proposed maximum
    
    
    Proposed maximum
    
    
    Amount ofTitle of securities
    
    
    Amount to be
    
    
    offering price
    
    
    aggregate offering
    
    
    registrationto be registered
    
    
    registered(1)
    
    
    per share(2)
    
    
    price(2)
    
    
    fee(3)Common Stock (par
value $0.01 per share)
    
    
    
    400,000
    
    
    
    $
    17.34
    
    
    
    $
    6,936,000
    
    
    
    $
    212.94
 (1)
    
    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act)
this registration statement also covers any additional shares of common stock which become
issuable under the antidilution provision of the plans being registered pursuant to this
registration statement by reason of any stock dividend, stock split, recapitalization or any
other similar transaction effected without the receipt of consideration, which results in an
increase in the number of the registrants outstanding shares of common stock.(2)
    
    Estimated solely for the purpose of calculating the amount of the registration fee pursuant
to Rule 457(c) and (h) under the Securities Act. The offering price per share and aggregate
offering price for the unissued stock options and common stock are based upon the average of
the high and low prices of registrants common stock as reported on the Nasdaq Global Market
on June 14, 2007.(3)
    
    Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect
to the registration of an additional 400,000 shares of Common Stock under the Plan. A
Registration Statement on Form S-8 (Registration No. 333-108281) has been previously filed for
the 750,000 existing shares of Common Stock under the Plan.




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TABLE OF CONTENTS  PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENTItem 8. ExhibitsSIGNATURESINDEX TO EXHIBITSAmended and Restated New Employee Inducement PlanOpinion of Vinson & Elkins L.L.P.Consent of KPMG LLP    Table of Contents  EXPLANATORY NOTE




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##### Table of Contents



PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 8. Exhibits
  4.1
    
    Amended and Restated Cyberonics, Inc. New Employee Equity Inducement Plan5.1
    
    Opinion of Vinson & Elkins L.L.P.23.1
    
    Consent of Independent Registered Public Accounting Firm, KPMG LLP23.2
    
    Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)24.1
    
    Powers of Attorney (included on the signature page to this registration statement).
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##### Table of Contents



SIGNATURES
 th
 CYBERONICS, INC.By:
    /s/ Daniel J. MooreDaniel J. MoorePresident and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS,
 th
 Signature
    
    Title/s/ Daniel J. Moore

Daniel J. Moore
    
    President, Chief Executive Officer and Director
(Principal Executive Officer)/s/ George E. Parker III

George E. Parker III
    
    Principal Accounting Officer
(Principal Financial Officer)/s/ Hugh M. Morrison

Hugh M. Morrison
    
    Chairman of the Board/s/ Guy C. Jackson

Guy C. Jackson
    
    Director/s/ Alfred J. Novak

Alfred J. Novak
    
    Director/s/ Alan J. Olsen

Alan J. Olsen
    
    Director/s/
Arthur L. Rosenthal, Ph.D.

Arthur L. Rosenthal, Ph.D.
    
    Director/s/ Jeffrey E. Schwarz

Jeffrey E. Schwarz
    
    Director/s/ Michael J. Strauss

Michael J. Strauss
    
    Director/s/ Reese S. Terry, Jr.

Reese S. Terry
    
    Director
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##### Table of Contents



4.1
    
    Amended and Restated Cyberonics, Inc. New Employee Inducement Plan5.1
    
    Opinion of Vinson & Elkins L.L.P.23.1
    
    Consent of KPMG LLP23.2
    
    Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)24.1
    
    Powers of Attorney (included on the signature page to this registration
statement).
 II-3