<PAGE>
As filed with the Securities and Exchange Commission on June 26, 1997
Registration No. 333-__________
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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1993 STOCK PLAN
(AMENDED AND RESTATED FEBRUARY 18, 1997)
(Full title of the Plan)
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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, including area code, of agent for service)
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Copy to:
Cathryn S. Chinn
Amy Elizabeth Paye
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 9 Pages
Exhibit Index on Page 7
(Calculation of Registration Fee on following page)
<PAGE>
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.003 par value . . . . . . . . . . 254,068 Shares $ 9.63 (2) $ 2,446,674.80 (2) $ 741.42
Common Stock,
$0.003 par value . . . . . . . . . . 745,932 Shares $ 10.44 (3) $ 7,787,530.08 $2,359.86
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TOTAL (4) 1,000,000 Shares $10,234,204.88 $3,101.28
</TABLE>
- ----------------------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
(the "SECURITIES ACT") solely for the purpose of calculating the
registration fee. Computation based on the weighted average per share
exercise price (rounded to nearest cent) of outstanding options under the
plan, the shares issuable under which are registered hereby.
(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation with
respect to unissued options is based upon the average high and low sale
prices of the Common Stock as reported on the Nasdaq National Market on
June 24, 1997.
(4) Excludes all shares previously registered under Registrant's 1993 Stock
Plan on Form S-8 (Registration No. 333-4186).
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<PAGE>
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-4186) dated April 26, 1996, as amended by the Registrant's
Post-Effective Amendment No. 1 Form S-8 dated June 25, 1997, are hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
Exhibit
Number
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4.4(1) 1993 Stock Plan (Amended and Restated February 18, 1997)
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see p. 5)
- --------------
(1) Incorporated by reference to Exhibit 10.2 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Conceptus, Inc., a corporation organized and existing under the
laws of the State of Delaware, 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 San Carlos, State of
California, on this 26th day of June 1997.
CONCEPTUS, INC.
By: /s/ Sanford Fitch
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Sanford Fitch
Senior Vice President, Chief Financial Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kathryn A. Tunstall and Sanford Fitch,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kathryn A. Tunstall President, Chief Executive Officer and June 26, 1997
- -------------------------- Director (Principal Executive Officer)
Kathryn A. Tunstall
/s/ Sanford Fitch Senior Vice President, Chief Financial June 26, 1997
- -------------------------- Officer and Director (Principal Financial
Sanford Fitch and Accounting Officer)
/s / Robert F. Kuhling Director June 26, 1997
- --------------------------
Robert F. Kuhling
/s/ Thomas C. McConnell Director June 26, 1997
- --------------------------
Thomas C. McConnell
/s/ Nancy S. Olson Director June 26, 1997
- --------------------------
Nancy S. Olson
/s/ Richard D. Randall Director June 26, 1997
- --------------------------
Richard D. Randall
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
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5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see p. 5)
<PAGE>
EXHIBIT 5.1
June 25, 1997
Conceptus, Inc.
1021 Howard Avenue
San Carlos, CA 94070
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "REGISTRATION
STATEMENT") filed by you with the Securities and Exchange Commission on or about
June 26, 1997 in connection with the registration under the Securities Act of
1933, as amended, of a total of 1,000,000 shares of your Common Stock (the
"SHARES") reserved for issuance under the 1993 Stock Plan (Amended and Restated
February 18, 1997). As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares, when issued and sold in the
manner described in the Registration Statement, will be legally and validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
[CSC]
<PAGE>
23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1993 Stock Plan (Amended and Restated
February 18, 1997) 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
