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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 26, 1996
CONCEPTUS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27596 94-3170244
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(Commission File Number) (IRS Employer Identification No.)
1021 Howard Avenue, San Carlos, CA 94070
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 802-7240
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N/A
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(Former name or former address, if changed since last report)
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The undersigned Registrant hereby amends the following item of its Current
Report on Form 8-K filed on December 10, 1996. The Registrant is amending Item
7 to include certain required financial statements and pro forma financial
statements and exhibits associated therewith.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Acquired Business.
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The following pages 4 through 7 contain the Unaudited Condensed Financial
Statements of Microgyn, Inc. at September 30, 1996 and for the period from
inception (January 2, 1996) to September 30, 1996.
(b) Pro Forma Financial Information.
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The following pages 8 through 13 contain the Unaudited Pro Forma Condensed
Combined Financial Statements of Conceptus, Inc. at September 30, 1996 and for
the nine months then ended.
(c) Exhibits.
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2.1* Agreement and Plan of Reorganization dated October 29, 1996 between
the Registrant, Microgyn, Inc. and CPTS Acquisition Corporation (a
wholly-owned subsidiary of Registrant), as amended November 7, 1996.
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* Previously filed.
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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 thereunto duly authorized.
CONCEPTUS, INC.
(Registrant)
Dated: February 7, 1997 By: /s/ SANFORD FITCH
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Sanford Fitch
Vice President, Finance and
Operations, Chief Financial Officer
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Microgyn, Inc.
(A development stage company)
Unaudited Condensed Balance Sheet
September 30, 1996
(In Thousands)
Assets
Cash $276
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$276
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Liabilities and stockholders' equity
Current Liabilities:
Accounts payable $223
Loan 260
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Total current liabilities 483
Stockholders' equity (accumulated deficit):
Common stock 210
Accumulated deficit (417)
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Total stockholders' equity (accumulated
deficit) (207)
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$276
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See notes to unaudited condensed financial statements.
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Microgyn, Inc.
(A development stage company)
Unaudited Condensed Statement of Operations
Period from Inception (January 2, 1996) to September 30, 1996
(In thousands)
Operating expenses:
Research and development $ 258
Selling, general and administrative 159
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Total operating expenses 417
Net loss $(417)
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See notes to unaudited condensed financial statements.
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Microgyn, Inc.
(A development stage company)
Unaudited Condensed Statement of Cash Flows
Period from Inception (January 2, 1996) to September 30, 1996
(In Thousands)
Cash flows from operating activities
Net loss $(417)
Changes in assets and liabilities:
Accounts payable 223
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Net cash used in operating activities (194)
Cash flows from financing activities
Proceeds from issuance of common stock 210
Proceeds from loan 260
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Net cash provided by financing activities 470
Net increase in cash 276
Cash at beginning of period 0
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Cash at end of period 276
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See notes to unaudited condensed financial statements.
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Microgyn, Inc.
(A development stage company)
Notes to Unaudited Condensed Financial Statements
September 30, 1996
1. ACCOUNTING POLICIES
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, the unaudited financial statements contain all
adjustments necessary to present fairly the financial position of Microgyn, Inc.
("Microgyn"), at September 30, 1996, and the results of its operations and cash
flows for the period from inception (January 2, 1996) to September 30, 1996. The
activities of Microgyn during the period were primarily initial research and
development and establishment of the corporation.
2. SALE OF MICROGYN
On October 29, 1996, Microgyn entered into a definitive agreement with
Conceptus, Inc. ("Conceptus"), pursuant to which Microgyn agreed to be
acquired by Conceptus, subject to certain terms and conditions, and pursuant
to which all of the outstanding common stock of Microgyn would be exchanged
for $3,000,000 upon the date of the acquisition (November 26, 1996) and
$1,000,000 six months after the date of acquisition. The $1,000,000 is
payable, at the option of Conceptus, in either cash or stock. Additional
contingent consideration (cash or stock, at the option of Conceptus) is
payable to the shareholders of Microgyn based upon the meeting of certain
future milestones. The transaction was consummated on November 26, 1996.
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Conceptus, Inc.
(A development stage company)
Unaudited Pro Forma Condensed Combined
Financial Information
The unaudited pro forma condensed combined financial statements
(collectively, the Pro Forma Financial Statements) were prepared to give
effect to the acquisition by Conceptus, Inc. ("Conceptus"), of all the
outstanding securities of Microgyn, Inc. ("Microgyn"), under the purchase
method of accounting. The pro forma condensed combined balance sheet as of
September 30, 1996, assumes that the acquisition occurred on September
30,1996. The pro forma combined statement of operations for the nine months
ended September 30, 1996, assumes that the acquisition occurred on January 1,
1996. The Pro Forma Financial Statements do not purport to represent what the
companies' financial position or results of operations would have been if the
acquisition in fact had occurred on the date or at the beginning of the
period indicated or to project the companies' financial position or results
of operations for any future date or period.
The pro forma adjustments are based upon available information and upon
certain assumptions as described in Note 1 to the Pro Forma Financial
Statements that Conceptus believes are reasonable in the circumstances. The
purchase price has been allocated to the acquired assets and liabilities
based on their respective fair values as determined by an independent
valuation. The Pro Forma Financial Statements and accompanying notes should
be read in conjunction with the respective historical financial statements of
Conceptus and Microgyn including the notes thereto. The historical financial
statements of Conceptus are included in its quarterly report (Form 10 - Q)
for the quarter ended September 30, 1996. The unaudited historical financial
statements of Microgyn for the period from inception (January 2, 1996) to
September 30, 1996 are included in this Form 8 - K/A.
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Conceptus, Inc.
(A development stage company)
Unaudited Pro Forma Condensed
Combined Balance Sheet
September 30, 1996
(In Thousands)
<TABLE>
<CAPTION>
Conceptus, Microgyn, Pro Forma Pro Forma
Inc. Inc. Adjustments Combined
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<S> <C> <C> <C> <C>
Assets
Current Assets:
Cash $14,991 $276 $(3,000)(b) $12,267
Short-term investments 29,558 29,558
Accounts Receivable 229 229
Inventories 199 199
Other current assets 379 (260)(c) 119
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Total current assets 45,356 276 (3,260) 42,372
Property and equipment, net 532 532
Other Assets 10 10
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$45,898 $276 $(3,260) $42,914
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Liabilities and stockholders' equity
Current Liabilities:
Accounts payable $508 $223 $ - $731
Accrued compensation 454 454
Other accrued liabilities 466 125 (a) 591
Payable to Microgyn shareholders 1,000 (a) 1,000
Current portion of debt and capital lease
obligation 141 260 (260)(c) 141
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Total current liabilities 1,569 483 865 2,917
Long-term portion of debt and capital lease
obligation 54 54
Stockholders' equity (accumulated deficit):
Common stock - Conceptus 61,736 61,736
Accumulated deficit - Conceptus (16,799) (4,332)(a) (21,131)
Common stock - Microgyn 210 (210)(a)
Accumulated deficit - Microgyn (417) 417 (a)
Stockholders' notes receivable (49) (49)
Deferred compensation (613) (613)
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Total stockholders' equity (accumulated
deficit) 44,275 (207) (4,125) 39,943
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$45,898 $276 $(3,260) $42,914
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</TABLE>
See notes to unaudited pro forma condensed combined financial statements.
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Conceptus, Inc.
(A development stage company)
Notes to Unaudited Pro Forma Condensed
Combined Balance Sheet
September 30, 1996
1. BASIS OF PRESENTATION
The unaudited pro forma condensed combined balance sheet information has been
prepared by combining the historical combined balance sheet of Conceptus at
September 30,1996, with the historical balance sheet of Microgyn at September
30, 1996, and gives effect to the pro forma adjustments as described in the
notes below.
(a) The acquisition of Microgyn, which was accounted for as a
purchase, has been recorded based upon available information and upon
certain assumptions that Conceptus believes are reasonable in the
circumstances. The total purchase price includes payments of
$3,000,000 in cash upon the date of acquisition (November 26, 1996)
and $1,000,000 six months after the date of acquisition. The
$1,000,000 amount is payable, at the option of Conceptus, in either
cash or common shares of Conceptus. The pro forma balance sheet
reflects the $1,000,000 to be paid six months after the date of
acquisition as a separate payable to Microgyn shareholders. Additional
contingent consideration (cash or stock, at the option of Conceptus)
is payable to the shareholders of Microgyn based upon the meeting of
certain future milestones. Estimated acquisition costs include approximately
$125,000 of investment banking, legal and accounting costs. The purchase
price has been allocated to the acquired assets and liabilities based on
their relative fair values, subject to final adjustments. These allocations
are based on an independent valuation and other studies that are not yet
completed. The final values may differ from those set forth below.
(In Thousands)
Estimated purchase price $4,000
Estimated acquisition expense 125
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Total estimated acquisition cost $4,125
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Historical net book value (deficit) at September 30, 1996 $ (207)
In-process research and development 4,332
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$ 4,125
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Conceptus, Inc.
(A development stage company)
Notes to Unaudited Pro Forma Condensed
Combined Balance Sheet
September 30, 1996
In accordance with generally accepted accounting principles, Conceptus will
allocate approximately $4,300,000 of the purchase price to in-process
research and development. This amount was recorded as a charge to operations
for the quarter ended December 31, 1996, resulting in a corresponding charge
to retained earnings in the accompanying balance sheet. This non-recurring
charge is reflected in the unaudited pro forma condensed combined balance
sheet but not in the unaudited pro forma condensed combined statement of
operations due to its unusual, non-recurring nature.
(b)Conceptus made a cash payment of $3,000,000 upon closing of the merger to the
existing shareholders of Microgyn.
(c)Intercompany accounts reflected on the historical balance sheets have been
eliminated.
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Conceptus, Inc.
(A development stage company)
Unaudited Pro Forma Condensed
Combined Statement of Operations
Nine Months Ended September 30, 1996
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Conceptus, Microgyn, Pro Forma Pro Forma
Inc. Inc. Adjustments Combined
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<S> <C> <C> <C> <C>
Net sales $ 423 $ - $ - $ 423
Cost of sales 768 768
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Gross profit (345) (345)
Operating expenses:
Research and development 2,668 258 2,926
Selling, general and administrative 3,424 159 3,583
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Total operating expenses 6,092 417 6,509
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Operating loss (6,437) (417) (6,854)
Interest income and other, net 1,640 1,640
Interest expense (20) (20)
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Net loss $ (4,817) $ (417) $ - $ (5,234)
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Net loss per share $ (0.59) $ (0.64)
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Shares used in computing net loss per share 8,134 8,134
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Supplemental net loss per share $ (0.56) $ (0.61)
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Shares used in computing
supplemental net loss per share 8,636 8,636
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</TABLE>
See notes to unaudited pro forma condensed combined financial statements.
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Conceptus, Inc.
(A development stage company)
Notes to Unaudited Pro Forma Condensed
Combined Statement of Operations
September 30, 1996
The unaudited pro forma condensed combined statement of operations
information has been prepared by combining the historical statement of
operations of Conceptus for the nine months ended September 30, 1996, with
the historical statement of operations of Microgyn for the period from
inception (January 2, 1996) to September 30, 1996. No pro forma adjustments
are reflected above given that Conceptus, as discussed previously, has the
option to make the second payment of $1,000,000 in either cash or stock. As
payment in stock would have an anti-dilutive effect upon the statement of
operations, the shares which would be issued on a pro forma basis are not
reflected above.
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