<PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1997
                                                            REGISTRATION NO. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                CYBERONICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                  DELAWARE                              76-0236465
         (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)




                            17448 HIGHWAY 3, STE. 100
                            WEBSTER, TEXAS 77598-4135
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)



                     CYBERONICS, INC. 1996 STOCK OPTION PLAN


                            (FULL TITLE OF THE PLAN)



                                JOHN K. BAKEWELL
                                ----------------

                                CYBERONICS, INC.
                            17448 HIGHWAY 3, STE. 100
                            WEBSTER, TEXAS 77598-4135
                                 (713) 332-1375
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)



                                   COPIES TO:
                             KENNETH M. SIEGEL, ESQ.
                        GILBERT M. LABRUCHERIE, JR., ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94306
                                 (415) 493-9300

<TABLE>
<CAPTION>
===========================================================================================================
                         CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                          Proposed           Proposed
             Title of                                      Maximum            Maximum
            Securities                 Amount             Offering           Aggregate         Amount of
              to be                    to be                Price            Offering         Registration
            Registered               Registered         Per Share (1)          Price              Fee

<S>                                   <C>                <C>                  <C>               <C>
Common Stock, $0.01 par value         1,000,000          $3.625               $3,625,000         $1,099.00
</TABLE>


(1)      REPRESENTS THE CLOSING PRICE OF THE REGISTRANT'S COMMON STOCK AS
         REPORTED ON THE NASDAQ STOCK MARKET ON JANUARY 10, 1997. THE OFFERING
         PRICE IS CALCULATED IN ACCORDANCE WITH RULE 457(h).
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):

         ITEM 3(a).

                  The Annual Report of Registrant on Form 10-K for the fiscal
year ended June 30, 1996 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         ITEM 3(b).

                  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.

         ITEM 3(c).

                  The description of Registrant's Common Stock to be offered
hereby contained in the Company's Registration Statement on Form 8-A, as
declared effective by the Commission on February 10, 1993, filed pursuant to
Section 12 of the Exchange Act and any amendment or report filed for the purpose
of updating such description.

         All documents, reports and definitive proxy or information statements
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



                                      II-1
<PAGE>   3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Section 145 of the Delaware General Corporation Law authorizes
a court to award or a corporation's Board of Directors to grant indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Company has included in the Certificate of Incorporation a
provision that to the fullest extent permitted by Delaware law, the Company's
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Company and its stockholders. In addition, the
Company's Bylaws provide that the Company is required to indemnify its officers
and directors to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary, and
that the Company is required to advance expenses to its officers and directors
as incurred. Further, the Company has entered into indemnification agreements
with its officers and directors, providing such individuals indemnification to
the maximum extent permitted by the Delaware General Corporation Law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>
         Exhibit
         Number         Document
         ------         --------

<S>                    <C>
             4.1       Cyberonics, Inc. 1996 Stock Option Plan.

             5.1       Opinion of Wilson, Sonsini, Goodrich & Rosati, a
                       Professional Corporation.

            23.1       Consent of Independent Auditors.

            23.2       Consent of Counsel (contained in Exhibit 5.1).

            24.1       Power of Attorney (see page II-5).
</TABLE>




ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement to include any material information with respect to
                  the plan of distribution not previously disclosed in this
                  registration 


                                      II-2
<PAGE>   4
                  statement or any material change to such information in this
                  registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.



                                      II-3
<PAGE>   5
                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cyberonics, Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Webster, State of Texas,
on this 9th day of January, 1997.


                                      CYBERONICS, INC.


                                      By:   /s/ Robert P.  Cummins
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Reese
S. Terry, Jr. and John K. Bakewell, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
         SIGNATURE                      TITLE                                    DATE
<S>                            <C>                                        <C>
     /s/ Reese S. Terry        Chairman of the Board and                  January 9, 1997
-----------------------------  Executive Vice President
      Reese S. Terry         


   /s/ Robert P. Cummins       President, Chief Executive Officer         January 9, 1997
-----------------------------  and Director (Principal Executive
     Robert P. Cummins         Officer)
                             


    /s/ John K. Bakewell       Vice President, Finance and                January 9, 1997
-----------------------------  Administration and Chief
     John K. Bakewell          Financial Officer (Principal
                               Financial and Accounting Officer)
                             


   /s/ Thomas A. Duerden       Director                                   January 10, 1997
------------------------------
 Thomas A. Duerden, Ph.D.



    /s/ Stanley H. Appel       Director                                   January 9, 1997
------------------------------
  Stanley H. Appel, M.D.
</TABLE>



                                      II-4
<PAGE>   6
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                       -----------------------------------

                                    EXHIBITS

                       -----------------------------------


                       Registration Statement on Form S-8

                                Cyberonics, Inc.

                                January 14, 1997
<PAGE>   7
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                        EXHIBIT
    ------                        -------

<S>        <C>
    4.1    Cyberonics, Inc. 1996 Stock Option Plan.............................

    5.1    Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
           Corporation.........................................................

   23.1    Consent of Independent Public Accountants...........................

   23.2    Consent of Counsel (included in
           Exhibit 5.1)........................................................

   24.1    Power of Attorney (see page II-5)...................................
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13826}]
{"company-data": {"conformed-name": "CYBERONICS INC", "cik": "0000864683", "assigned-sic": "3845", "irs-number": "760236465", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19785", "film-number": "97505938"}, "business-address": {"street1": "17448 HGHWY 3 STE 100", "city": "WEBSTER", "state": "TX", "zip": "77598", "phone": "7133321375"}, "mail-address": {"street1": "17448 HIGHWAY 3", "street2": "SUITE 100", "city": "WEGSTER", "state": "TX", "zip": "77598-4135"}}
1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1997
                                                            REGISTRATION NO. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                CYBERONICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                              76-0236465
         (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)

                            17448 HIGHWAY 3, STE. 100
                            WEBSTER, TEXAS 77598-4135
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                     CYBERONICS, INC. 1996 STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

                                JOHN K. BAKEWELL
                                ----------------

                                CYBERONICS, INC.
                            17448 HIGHWAY 3, STE. 100
                            WEBSTER, TEXAS 77598-4135
                                 (713) 332-1375
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:
                             KENNETH M. SIEGEL, ESQ.
                        GILBERT M. LABRUCHERIE, JR., ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94306
                                 (415) 493-9300
===========================================================================================================
                         CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                          Proposed           Proposed
             Title of                                      Maximum            Maximum
            Securities                 Amount             Offering           Aggregate         Amount of
              to be                    to be                Price            Offering         Registration
            Registered               Registered         Per Share (1)          Price              Fee
Common Stock, $0.01 par value         1,000,000          $3.625               $3,625,000         $1,099.00
(1)      REPRESENTS THE CLOSING PRICE OF THE REGISTRANT'S COMMON STOCK AS
         REPORTED ON THE NASDAQ STOCK MARKET ON JANUARY 10, 1997. THE OFFERING
         PRICE IS CALCULATED IN ACCORDANCE WITH RULE 457(h).
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):

         ITEM 3(a).

                  The Annual Report of Registrant on Form 10-K for the fiscal
year ended June 30, 1996 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         ITEM 3(b).

                  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.

         ITEM 3(c).

                  The description of Registrant's Common Stock to be offered
hereby contained in the Company's Registration Statement on Form 8-A, as
declared effective by the Commission on February 10, 1993, filed pursuant to
Section 12 of the Exchange Act and any amendment or report filed for the purpose
of updating such description.

         All documents, reports and definitive proxy or information statements
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      II-1
3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Section 145 of the Delaware General Corporation Law authorizes
a court to award or a corporation's Board of Directors to grant indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Company has included in the Certificate of Incorporation a
provision that to the fullest extent permitted by Delaware law, the Company's
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Company and its stockholders. In addition, the
Company's Bylaws provide that the Company is required to indemnify its officers
and directors to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary, and
that the Company is required to advance expenses to its officers and directors
as incurred. Further, the Company has entered into indemnification agreements
with its officers and directors, providing such individuals indemnification to
the maximum extent permitted by the Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
         Number         Document
         ------         --------
4.1       Cyberonics, Inc. 1996 Stock Option Plan.

             5.1       Opinion of Wilson, Sonsini, Goodrich & Rosati, a
                       Professional Corporation.

            23.1       Consent of Independent Auditors.

            23.2       Consent of Counsel (contained in Exhibit 5.1).

            24.1       Power of Attorney (see page II-5).
ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement to include any material information with respect to
                  the plan of distribution not previously disclosed in this
                  registration 

                                      II-2
4
                  statement or any material change to such information in this
                  registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3
5
                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cyberonics, Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Webster, State of Texas,
on this 9th day of January, 1997.

                                      CYBERONICS, INC.

                                      By:   /s/ Robert P.  Cummins
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Reese
S. Terry, Jr. and John K. Bakewell, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE                      TITLE                                    DATE
/s/ Reese S. Terry        Chairman of the Board and                  January 9, 1997
-----------------------------  Executive Vice President
      Reese S. Terry         

   /s/ Robert P. Cummins       President, Chief Executive Officer         January 9, 1997
-----------------------------  and Director (Principal Executive
     Robert P. Cummins         Officer)
                             

    /s/ John K. Bakewell       Vice President, Finance and                January 9, 1997
-----------------------------  Administration and Chief
     John K. Bakewell          Financial Officer (Principal
                               Financial and Accounting Officer)
                             

   /s/ Thomas A. Duerden       Director                                   January 10, 1997
------------------------------
 Thomas A. Duerden, Ph.D.

    /s/ Stanley H. Appel       Director                                   January 9, 1997
------------------------------
  Stanley H. Appel, M.D.
II-4
6
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       -----------------------------------

                                    EXHIBITS

                       -----------------------------------

                       Registration Statement on Form S-8

                                Cyberonics, Inc.

                                January 14, 1997
7
                                INDEX TO EXHIBITS
EXHIBIT
    NUMBER                        EXHIBIT
    ------                        -------
4.1    Cyberonics, Inc. 1996 Stock Option Plan.............................

    5.1    Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
           Corporation.........................................................

   23.1    Consent of Independent Public Accountants...........................

   23.2    Consent of Counsel (included in
           Exhibit 5.1)........................................................

   24.1    Power of Attorney (see page II-5)...................................