Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): November 18, 2009 (November
16, 2009)
Cyberonics,
Inc.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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000-19806
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76-0236465
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Cyberonics Blvd., Houston, Texas 77058
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: 281-228-7200
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition.
On
November 16, 2009, Cyberonics, Inc. (the “Company”) issued a press release
announcing that the Company expects to record in its fiscal quarter ended
October 23, 2009 a non-cash GAAP tax benefit of approximately $40 million
resulting from the reversal of its tax valuation allowance related to net
operating losses. A copy of the Company’s press release is furnished
as Exhibit 99.1 on this Current Report on Form 8-K.
On
November 18, 2009, the Company issued a press release announcing financial
results for the fiscal quarter ended October 23, 2009. The Company
will conduct a conference call on November 19, 2009 at 9:00 a.m. E.S.T., during
which further details will be provided regarding fiscal 2010 second quarter
results. Additionally, a related slide presentation will be available
on the Company’s website at www.cyberonics.com
that same day no later than 8:00 a.m. E.S.T. A copy of the Company’s
press release is furnished as Exhibit 99.2 on this Current Report on Form
8-K.
The
information in this Item 2.02 of this report is being furnished, not filed, for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
pursuant to General Instruction B.2. of Form 8-K will not be incorporated by
reference into any filing under the Securities Act of 1933, as amended, unless
specifically identified therein as being incorporated therein by
reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Fiscal
2010 Executive Bonus Program
On
November 16, 2009, the Compensation Committee (the “Committee”) of the Board of
Directors of the Company amended the terms of the Fiscal 2010 Executive Bonus
Program, pursuant to which it will consider the award of annual bonuses to the
Company’s executive officers at the end of fiscal 2010. All bonuses
will be paid, if at all, from a bonus pool consisting of the sum of the target
bonus amounts for all executive officers, subject to the achievement of certain
company and individual performance objectives, as explained
below. Pursuant to the terms of their employment agreements, the
target annual bonus amount for the Company’s Chief Executive Officer (“CEO”) is
75% of his annual base salary, and the target annual bonus amount for each
executive officer other than the CEO is 50% of such executive officer’s annual
base salary. Copies of the employment agreements for each named
executive officer are on file with the Securities and Exchange
Commission.
The pool
from which bonuses may be paid will be funded according to (1) the Company’s
achievement of (a) an annual revenue plan target (which accounts for 25% of the
target annual bonus amount); (b) an annual earnings from operations plan target
(which accounts for 25% of the target annual bonus amount); (c) an annual gross
profit margin plan target (which accounts for 8.33% of the target annual bonus
amount); (d) an annual cash flow plan target (which accounts for 8.33% of the
target annual bonus amount); and (e) an annual global epilepsy unit growth plan
target (which accounts for 8.34% of the target annual bonus amount); and (2) the
executive officers’ achievement of individual performance objectives (which
account for 25% of the target annual bonus amount). With respect to
the company performance objectives, the amount of each target bonus applied to
the bonus pool is determined according to the following table:
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Percent Achievement of Plan
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Percent of Target Amount
Funded
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<
90%
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Subject
to Committee discretion
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90%
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50%
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95%
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75%
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100%
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100%
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105%
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110%
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110%
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120%
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115%
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130%
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120%
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140%
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125%
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150%
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> 125%
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Subject
to Committee discretion
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Thus, for
example, if Company revenues are 90% of the revenue plan target, the percentage
of each executive officer’s target annual bonus to be accrued for bonus
consideration is shown in the table above as 50%. Since the revenue
plan target is 25% of the total annual bonus, the portion of each executive
officer’s target annual bonus added to the bonus pool for this performance
objective would be 12.5% (50% x 25%). The “Percent of Target Amount
Funded” for a “Percent Achievement of Plan” that falls between those percentages
indicated in the table above shall be determined by linear
interpolation.
The
Committee shall determine the individual performance objectives of the CEO, and
the CEO shall determine the individual performance objectives of the other
executive officers. The Company shall accrue quarterly 25% of each
executive officer’s target bonus amount for the portion of each officer’s bonus
based on individual performance objectives.
The bonus
actually awarded to an individual executive officer may range from 0% to 200% of
the executive officer’s target annual bonus amount, as determined by the
Committee, depending on the Company’s achievement of the company performance
objectives and the executive officer’s accomplishment of individual performance
objectives. The sum of bonuses actually paid to all executive officers may be
less than, but ordinarily should not exceed, the amount in the bonus pool,
unless the Committee, in its discretion, determines otherwise. The
CEO will recommend to the Committee at the end of the fiscal year the amount of
the annual bonus, if any, for each executive officer. The Committee
retains full discretion to modify the bonus program and determine bonus pool
funding and award of executive officer bonuses as it deems
appropriate.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are furnished herewith:
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Exhibit No.
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Description
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99.1
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Press
Release of Cyberonics, Inc. dated November 16, 2009
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99.2
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Press
Release of Cyberonics, Inc. dated November 18,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Cyberonics,
Inc.
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By: /s/ David S. Wise
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Name: David
S. Wise
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Title: Secretary
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November
18, 2009
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