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As filed with the Securities and Exchange Commission on June 25, 1997.
Registration No. 333-4186
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CONCEPTUS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3170244
(State of Incorporation) (I.R.S. Employer Identification No.)
1021 Howard Avenue
San Carlos, California 94070
(Address of principal executive offices)
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1995 DIRECTORS' STOCK OPTION PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
1993 STOCK PLAN
(Full title of the Plans)
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Kathryn A. Tunstall
President and Chief Executive Officer
Conceptus, Inc.
1021 Howard Avenue
San Carlos, California 94070
(415) 802-7240
(Name, address and telephone number of agent for service)
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Copies to:
Cathryn S. Chinn
Amy Elizabeth Paye
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
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Registrant hereby amends Item 3 of its Registration Statement on Form S-8
(Registration No. 333-4186) filed with the Securities and Exchange Commission
(the "Commission") on April 26, 1996 to read in full as set forth below. The
purpose of the amendment is to refer to the Registration Statement on Form 8-A
filed with the Commission on February 28, 1997, in connection with the
Registrant's adoption of a stockholder rights plan.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Registrant's Annual Report on
Form 10-K referred to in (a) above.
(c) Items 1 and 2 of the Registrant's Registration Statement on Form 8-A
filed on December 26, 1995 pursuant to Section 12 of the Exchange Act. Also
Items 1 and 2 of the Registrant's Registration Statement on Form 8-A filed on
February 28, 1997 pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 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 de-registers 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 of such documents.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Conceptus, Inc., a Delaware corporation, has duly caused this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Carlos, State
of California, on June 25, 1997.
CONCEPTUS, INC.
By: /s/ Sanford Fitch
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Sanford Fitch, Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed
by the following persons in the capacities and on the dates indicated.
Signature Title Date
- ------------------------------ ---------------------------- -------------
* President, Chief Executive June 25, 1997
- ------------------------------ Officer and Director
(Kathryn A. Tunstall) (Principal Executive Officer)
/s/Sanford Fitch Senior Vice President, Chief June 25, 1997
- ------------------------------ Financial Officer and
(Sanford Fitch) Director (Principal Financial
and Accounting Officer)
* Director June 25, 1997
- ------------------------------
(Robert F. Kuhling)
* Director June 25, 1997
- ------------------------------
(Thomas C. McConnell)
* Director June 25, 1997
- ------------------------------
(Nancy S. Olson)
* Director June 25, 1997
- ------------------------------
(Richard D. Randall)
*By: /s/Sanford Fitch
--------------------------------
(Sanford Fitch, attorney-in-fact)
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INDEX TO EXHIBITS
Exhibit Page
Number No.
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24.1 Consent of Ernst & Young LLP, Independent Auditors 1
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24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to Registration Statement (Form S-8 No. 333-4186) pertaining
to the 1995 Directors' Stock Option Plan, the 1995 Employee Stock Purchase
Plan, and 1993 Stock Plan of Conceptus, Inc. of our report dated February 3,
1997 with respect to the consolidated financial statements of Conceptus, Inc.
included and incorporated by reference in its Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 filed with the Securities and
Exchange Commission.
ERNST & YOUNG, LLP
Palo Alto, California
June 23, 1997
