CYBERONICS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-10-19: Form 8-K; Period of report 2015-10-19; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2015-10-16: Form 8-K; Period of report 2015-10-16; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2015-09-22: Form 8-K; Period of report 2015-09-22; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2015-09-10: Form 8-K; Period of report 2015-09-10; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-10-19 | 8-K | 2015-10-19 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On October 19, 2015, pursuant to the Transaction Agreement, dated as of March 23, 2015 (the “Transaction Agreement”), by and among Cyberonics, Inc. (“Cyberonics”), Sorin S.p.A. (“Sorin”), LivaNova PLC (“LivaNova”) and Cypher Merger Sub, Inc. (“Merger Sub”), (a) Sorin merged with and into LivaNova, with LivaNova continuing as the surviving company (the “Sorin Merger”) and (b) following the consummation of the Sorin Merger, Merger Sub merged with and into Cyberonics, with Cyberonics continuing as the surviving company and as a wholly-owned subsidiary of LivaNova (the “Cyberonics Merger” and, together with the Sorin Merger, the “Mergers”). 3.01 Prior to the Mergers, shares of Cyberonics Common Stock were registered pursuant to Section 12(b) of the Exchange Act and listed on NASDAQ under the symbol “CYBX.” As a result of the Cyberonics Merger, each share of Cyberonics Common Stock was cancelled and automatically converted into the right to receive one LivaNova Ordinary Share. 3.03 In connection with the Mergers, on October 19, 2015, each share of Cyberonics Common Stock was cancelled and automatically converted into the right to receive one LivaNova Ordinary Share. 5.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 In connection with the Mergers, on October 18, 2015, Daniel J. Moore notified Cyberonics of his decision to resign as President and Chief Executive Officer of Cyberonics and from Cyberonics’ board of directors, effective as of immediately prior to the effective time of the Cyberonics Merger, and Guy C. Jackson, Joseph E. Laptewicz, Jr., Hugh M. Morrison, Alfred J. Novak, Arthur L. Rosenthal and Jon T. Tremmel notified Cyberonics of their decisions to resign from Cyberonics’ board of directors, effective upon the effective time of the Cyberonics Merger. 5.03 On October 19, 2015, in connection with the consummation of the Mergers, Cyberonics amended and restated its Amended and Restated Certificate of Incorporation. | form8-k.htm |
| 2015-10-16 | 8-K | 2015-10-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective on October 16, 2015, the Compensation Committee (the “Committee”) of the Board of Directors of Cyberonics, Inc. (the “Company”) approved cash bonuses to the Company’s named executive officers, as set forth below. | form8_k.htm |
| 2015-09-22 | 8-K | 2015-09-22 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On September 22, 2015, Cyberonics, Inc. (the “Company” or “Cyberonics”) held its Special Meeting of Stockholders (the “Special Meeting”). 8.01 On September 22, 2015, the Company issued a press release announcing the results of the Special Meeting. | a15-20068_18k.htm |
| 2015-09-10 | 8-K | 2015-09-10 | 8.01 Other Events | 8.01 On September 10, 2015, Cyberonics, Inc. (“Cyberonics”) and Sorin S.p.A. (“Sorin”) issued a joint press release announcing the appointment of Vivid Sehgal as Chief Financial Officer of LivaNova PLC (“LivaNova”) effective with the closing of the proposed merger of Cyberonics and Sorin. | a15-19151_38k.htm |
| 2015-09-09 | 8-K | 2015-09-08 | 8.01 Other Events | 8.01 On September 8, 2015, Cyberonics, Inc. (“Cyberonics”) and Sorin S.p.A. (“Sorin”) issued a joint press release announcing that no appeal of the decision of the Civil Court of Milan at first instance to refuse to enjoin the pending business combination transaction of Sorin and Cyberonics under a newly formed holding company, LivaNova PLC (“LivaNova”), was filed within the prescribed deadline. | a15-19151_28k.htm |
| 2015-08-20 | 8-K | 2015-08-20 | 8.01 Other Events | 8.01 On August 20, 2015, Cyberonics, Inc., a Delaware corporation (the “Company” or “Cyberonics”), and Sorin S.p.A., a joint stock corporation organized under the laws of Italy (“Sorin”), issued a press release announcing, among other things, that the Company has established a record date of August 20, 2015 for a special meeting of stockholders of the Company to be held on September 22, 2015. | a15-18272_18k.htm |
| 2015-08-20 | 8-K | 2015-08-20 | 2.02 Results of Operations and Financial Condition | 2.02 On August 20, 2015, Cyberonics, Inc. (the “Company”) issued a press release announcing financial results for the first quarter ended July 24, 2015, of its fiscal year ending April 29, 2016. | form8_k.htm |
| 2015-06-04 | 8-K | 2015-06-04 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On June 4, 2015, Cyberonics, Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and fiscal year ended April 24, 2015. | form8_k.htm |
| 2015-04-15 | 8-K/A | 2015-04-14 | 8.01 Other Events | 8.01 On April 14, 2015, Cyberonics, Inc., a Delaware corporation (the “Company”), issued a joint press release with Sorin S.p.A., a joint stock company organized under the laws of Italy (“Sorin”), announcing the expiration on April 13, 2015 of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the previously announced transaction agreement by and among the Company, Sorin, Sand Holdco Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of Sorin (“Holdco”), and Cypher Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco. | a15-9256_18ka.htm |
| 2015-04-15 | 8-K | 2015-04-14 | 8.01 Other Events | 8.01 On April 14, 2015, Cyberonics, Inc., a Delaware corporation (the “Company”), issued a joint press release with Sorin S.p.A., a joint stock company organized under the laws of Italy (“Sorin”), announcing the expiration on April 13, 2015 of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the previously announced transaction agreement by and among the Company, Sorin, Sand Holdco Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of Sorin (“Holdco”), and Cypher Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco. | form8_k.htm |
| 2015-03-23 | 8-K | 2015-03-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a15-7139_18k.htm |
| 2015-02-27 | 8-K | 2015-02-26 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On February 26, 2015, the Company and Sorin issued a joint press release announcing they had entered into the Letter of Intent. | a15-5462_18k.htm |
| 2015-02-26 | 8-K | 2015-02-26 | 2.02 Results of Operations and Financial Condition | 2.02 On February 26, 2015, Cyberonics, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended January 23, 2015, of its fiscal year ending April 24, 2015. | form8_k.htm |
| 2015-01-30 | 8-K | 2015-01-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 22, 2015, Cyberonics, Inc. (“Company”) entered into a new Employment Agreement (“Agreement”) with Daniel J. Moore, its Chief Executive Officer and President. | form8_k.htm |
| 2015-01-07 | 8-K | 2015-01-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective on January 1, 2015, and contemporaneous with the expiration of preexisting employment agreements, Cyberonics, Inc. (the “Company”) entered into a new employment agreement (the “Agreement”) with each of the following Named Executive Officers: Gregory H. Browne, the Company’s Senior Vice President, Finance & Chief Financial Officer, Rohan J. Hoare, Ph.D., the Company’s Senior Vice President & Chief Operating Officer, and David S. Wise, the Company’s Senior Vice President & Chief Administrative Officer. | form8_k.htm |