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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 1996, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period from ________ to _________.
Commission file number: 0-27596
CONCEPTUS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 97-3170244
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
1021 HOWARD AVENUE
SAN CARLOS, CA 94070
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 802-7240
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.003 PAR VALUE PER SHARE
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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 than the
Registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
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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. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
the Registrant based upon the closing sale price of the Registrant's Common
Stock on the Nasdaq National Market on February 28, 1997 was approximately
$77,866,583 as of such date. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common
Stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes.
There were 9,227,613 shares of Registrant's Common Stock issued and
outstanding as of February 28, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant's 1997 Annual Meeting
of Stockholders are incorporated by reference in Part III of this report.
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The undersigned Registrant hereby amends the Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 as set forth below:
The aggregate market value of the voting stock held by nonaffiliates of
the Registrant based upon the closing sale price of the Registrant's Common
Stock on the Nasdaq National Market on February 28, 1997 was approximately
$77,866,583 as of such date.
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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 Annual Report on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Carlos, California on this 3rd day of April
1997.
CONCEPTUS, INC.
By: /s/ Kathryn A. Tunstall
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Kathryn A. Tunstall
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons in the capacities and
on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Kathryn A. Tunstall President, Chief Executive Officer and April 3, 1997
- ----------------------------- Director (Principal Executive Officer)
(Kathryn A. Tunstall)
/s/ Sanford Fitch* Senior Vice President, Chief Financial April 3, 1997
- ----------------------------- Officer, and Director (Principal Financial
(Sanford Fitch) and Accounting Officer)
/s/ Robert F. Kuhling* Director April 3, 1997
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(Robert F. Kuhling)
/s/ Thomas C. McConnell* Director April 3, 1997
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(Thomas C. McConnell)
/s/ Nancy S. Olson* Director April 3, 1997
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(Nancy S. Olson)
/s/ Richard D. Randall* Director April 3, 1997
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(Richard D. Randall)
*By: /s/ Kathryn A. Tunstall April 3, 1997
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(Kathryn A. Tunstall)
(Attorney-in-fact)
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