As filed with the Securities and Exchange Commission on July 31, 2000
Registration No. 333-__________
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONCEPTUS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3170244
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
1021 Howard Avenue
San Carlos, California 94070
(Address of Principal Executive Offices including Zip Code)
1993 Stock Plan
(Full Titles of the Plans)
Steven Bacich
President and Chief Executive Officer
CONCEPTUS, INC.
1021 Howard Avenue
San Carlos, California 94070
(650) 802-7240
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title Of Amount Maximum Maximum Amount Of
Securities To Be To Be Offering Aggregate Registration
Registered Registered (1) Price Per Offering Fee
Share (2) Price (2)
--------------------------------------------- ----------------- ----------------- ---------------- ----------------
Common Stock, par value $.003 per share (2) 500,000 $7.22 $3,608,880 $952.75
--------------------------------------------- ----------------- ----------------- ---------------- ----------------
--------------------------------------------- ----------------- ----------------- ---------------- ----------------
<FN>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1993 Stock 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) Estimated for the purpose of calculating the registration fee for the
1993 Stock Plan (i) pursuant to Rule 457(h) on the basis of a weighted
average exercise price per share for 98,000 shares subject to options
previously granted at $6.06 per share and (ii) pursuant to Rule 457(c)
for the remaining 402,000 shares available for future grants under the
1993 Stock Plan based on the average high and low prices for the
Registrant's Common Stock at $7.50 as reported on the Nasdaq National
Market on July 26, 2000.
(3) The 1993 Stock Plan authorizes the issuance of a maximum of 3,075,000
shares, of which 500,000 of the authorized shares are being registered
hereunder.
</FN>
</TABLE>
<PAGE>
PART I
The information called for in Part I of the Form S-8 is not being filed with
or included in this Form S-8 (by incorporation, by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-4186) dated June 26, 1997, as amended by the Registrant's
Post-Effective Amendment No. 1 on Form S-8 dated June 26, 1997, are hereby
incorporated by this reference.
Item 8. Exhibits
See Index to Exhibits on page 5.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, the Registrant,
Conceptus, 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 San Carlos, State of California, on July 28,
2000.
CONCEPTUS, INC.
By: /s/ Oliver Brouse
------------------------------
Oliver Brouse,
Director Finance
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Steven Bacich and Oliver Brouse, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
the same as fully, to all intents and purposes, as he might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven Bacich
-------------------------- President, Chief Executive Officer and July 28, 2000
Steven Bacich Director (Principal Executive Officer)
/s/ Oliver Brouse
-------------------------- Directory Finance (Principal Financial July 28, 2000
Oliver Brouse and Accounting Officer)
/s/ Florence Comite
-------------------------- Director July 28, 2000
Florence Comite
/s/ Sanford Fitch
-------------------------- Director July 28, 2000
Sanford Fitch
/s/ Howard Palefsky
-------------------------- Director July 28, 2000
Howard Palefsky
/s/ Richard D. Randall
-------------------------- Director July 28, 2000
Richard D. Randall
/s/ Kathryn Tunstall
-------------------------- Director July 28, 2000
Kathryn Tunstall
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24.1 Power of Attorney (included in the signature page to this Registration
Statement)
5
