As filed with the Securities and Exchange Commission on August 1, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CONCEPTUS, INC.
(Exact name of registrant as specified in its charter)
Delaware 97-3170244
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
Conceptus, Inc.
1021 Howard Avenue
San Carlos, CA 94070
(650) 802-7240
(Address, including zip code, and
telephone number, including area code,
of registrant's principal executive offices)
Steven Bacich
President and CEO
Conceptus, Inc.
1021 Howard Avenue
San Carlos, CA 94070
(650) 802-7240
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
Michael W. Hall, Esq.
Ora T. Fisher, Esq.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, California 94070
(650) 328-4600
----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
============================================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of each class of Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered Per Unit (1) Price (1) Registration Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock ($0.003 par value) 1,940,000 $ 7.03125 $13,640,625 $ 3,601
============================================================================================================================
<FN>
(1) Estimated solely for the purpose of computing the amount of registration
fee, based on the average of the high and low prices for the Common Stock as
reported on the Nasdaq National Market on July 27, 2000, in accordance with
Rule 457(c) promulgated under the Securities Act of 1933.
</FN>
</TABLE>
<PAGE>
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
The information contained in this prospectus is not complete and may be changed.
These securities may not be sold until the related registration statement filed
with the Securities and Exchange Commission becomes effective. This prospectus
is not an offer to sell nor is it seeking an offer to buy these securities in
any state where the offer or sale is not permitted.
<PAGE>
PROSPECTUS
----------
SUBJECT TO COMPLETION, DATED AUGUST 1, 2000
CONCEPTUS, INC.
1,940,000 Shares of Common Stock
This prospectus covers up to 1,940,000 shares of Conceptus' common stock
that may be offered for sale by the stockholders named in this prospectus and
the person(s) to whom such stockholders may transfer their shares. The selling
stockholders and any broker-dealer who may participate in sales of the shares
may use this prospectus. See "Plan of Distribution."
We will not receive proceeds from the sale of the shares. We will bear
substantially all expenses of registration of the shares. The selling
stockholders will pay any underwriting fees, discounts or commissions, and
transfer taxes.
Our common stock is traded on the Nasdaq National Market under the symbol
"CPTS." On July 31, 2000 the last sale price for the common stock as reported on
the Nasdaq National Market was $7.50.
--------------
Investing in the common stock involves certain risks.
See "Risk Factors" on page 2.
Neither the SEC nor any state securities commission has approved or
disapproved these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
--------------
The date of this Prospectus is ________, 2000.
--------------
<PAGE>
SUMMARY OF OUR BUSINESS
Conceptus designs and develops minimally invasive devices for reproductive
medical applications. We have an exclusive, worldwide, royalty-free license to
the reproductive applications of the products developed by Target Therapeutics,
a separate business unit of Boston Scientific Corporation. Our focus is to
develop our STOP(TM) non-surgical permanent contraception device for women. STOP
is designed to be a less-invasive, safer, and less costly alternative to
surgical sterilization, more commonly known as tubal ligation. A STOP micro-coil
is placed into each fallopian tube in a procedure that is usually performed in
20 minutes, does not require general anesthesia, and does not require any
cutting of the body. The STOP device is designed to achieve permanent
contraception by causing a tissue response which blocks the fallopian tubes. The
STOP device does not contain any drugs. We have demonstrated the feasibility of
the STOP device in a Phase II study of preliminary safety and effectiveness and
commenced a pivotal trial in the U.S., Europe, and Australia in May 2000. The
pre-market portion of the pivotal trial will study 400 patients with bilateral
placement of STOP devices through twelve months of effectiveness testing. We
believe the pre-market portion of the pivotal trial may be completed in 2002,
and FDA approval to market the STOP device in the United States may be obtained
in 2003. Prior to FDA approval, however, we plan to introduce the STOP device in
certain international markets upon clearance from local governmental bodies.
Conceptus is a Delaware corporation formed in 1992. Our principal executive
offices are located at 1021 Howard Avenue, San Carlos, California 94070,
telephone (650) 802-7240.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
consider carefully the risk factors contained in our most recent filing on Form
10-K, as amended, and all other information contained in and incorporated by
reference in this prospectus before deciding to purchase shares of our common
stock. Additional risks and uncertainties that are not yet identified or that we
think are immaterial may also materially harm our business, operating results
and financial condition and could result in a complete loss of your investment.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates by reference forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements,
which are based on assumptions and describe our future plans, strategies and
expectations, are generally identifiable by the use of the words "anticipate,"
"believe," "estimate," "expect," "intend," "project," or similar expressions.
These forward-looking statements are subject to risks, uncertainties and
assumptions. Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this prospectus are
set forth under the caption "Risk Factors" and the documents incorporated by
reference in this prospectus. If one or more of these risks or uncertainties
materialize, or if any underlying assumptions prove incorrect, our actual
results, performance or achievements may vary materially from any future
results, performance or achievements expressed or implied by these
forward-looking statements. All forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements in this paragraph.
2
<PAGE>
THE SELLING STOCKHOLDERS
<TABLE>
The following table provides information regarding the shares held and to be
offered under this prospectus from time to time by each selling stockholder.
Because the selling stockholders may sell all, some or none of their shares
using this prospectus, we cannot estimate the number and percentage of shares
that each selling stockholder will hold after any particular sale. We sold the
shares to the selling stockholders in a private placement transaction for
$7.2531 per share.
<CAPTION>
Number of Shares Owned Number of Shares Being
Name of Selling Stockholder Prior to this Offering Offered
--------------------------- ---------------------- -------
<S> <C> <C>
Coralbasin & Co. 728,500 728,500
Coralrock & Co. 388,500 388,500
Reed Slatkin 200,000 200,000
Pacific Asset Partners 151,000 138,000
Anvers II L.P. 60,000 60,000
Anvers L.P. 45,000 45,000
Anvers III L.P. 20,000 20,000
William Hutchins 224,000 100,000
Isle Investors, LLC* 70,000 70,000
Ocean Avenue Investors, LLC Anacapa
Fund I 182,000 60,000
ACI Capital Strategic Fund, L.P. 50,000 50,000
Clarion Capital Corporation 40,000 40,000
Clarion Partners, L.P. 91,997 27,200
Clarion Offshore Fund Ltd. 39,703 12,800
------ ------
Total 2,290,700 1,940,000
========= =========
<FN>
* Certain affiliates of Isle Investors, LLC own an aggregate of 60,000 shares
of Conceptus' common stock.
</FN>
</TABLE>
We are unaware of any material relationship between any selling stockholder
and Conceptus in the past three years, other than as a result of ownership of
the shares.
3
<PAGE>
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholders. When we
use the term "selling stockholders" in this prospectus, it includes donees,
pledgees and other transferees who are selling shares received after the date of
this prospectus from a selling stockholder whose name appears in "The Selling
Stockholders."
Selling stockholders may sell shares from time to time in a number of ways,
including:
o in block transactions;
o on the Nasdaq National Market or other national securities
exchange on which the shares are traded;
o in the over-the-counter market;
o in negotiated transactions;
o through put or call option transactions relating to the shares;
o through short sales of shares; or
o through a combination of these methods of sale, at market prices
prevailing at the time of sale, at negotiated prices or at fixed
prices.
The selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares, nor is there an underwriter
or coordinating broker acting in connection with any proposed sale of shares by
the selling stockholders.
The selling stockholders may sell shares in any manner permitted by law,
including by selling shares directly to purchasers or to or through
broker-dealers, which may act as agents or principals. These broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agents or to whom they sell as principal, or both. The
compensation paid to a particular broker-dealer might be in excess of customary
commissions.
The selling stockholders and any broker-dealers who act in connection with
the sale of shares may be deemed to be "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act. Any commissions received by these
broker-dealers and any profit on shares they resell while acting as principals
may be deemed to be underwriting discounts or commissions under the Securities
Act. Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(a)(11) of the Securities Act, the selling stockholders will
be subject to the prospectus delivery requirements of the Securities Act. We
have informed the selling stockholders that the anti-manipulation provisions of
Regulation M under the Exchange Act may apply to their sales in the market.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.
4
<PAGE>
If we are notified by a selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, under Rule 424(b) under the Securities Act. The
prospectus supplement will disclose:
o the names of the selling stockholder and the participating
broker-dealer(s);
o the number of shares involved;
o the price at which the shares were sold;
o the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable;
o that the broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus; and
o other facts material to the transaction.
In addition, if we are notified by a selling stockholder that a donee, pledgee
or other transferee intends to sell more than 500 shares, we will file a
supplement to this prospectus if required by law.
We will pay all costs, expenses and fees in connection with the registration
of the shares. The selling stockholders will pay all brokerage commissions and
similar selling expenses, if any, attributable to the sale of shares.
We have agreed to indemnify the selling stockholders against certain civil
liabilities, including liabilities under the Securities Act. The selling
stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
5
<PAGE>
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for Conceptus
by Latham & Watkins, Menlo Park, California.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K, as amended for
the year ended December 31, 1999, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
As permitted by the rules and regulations of the SEC, this prospectus does
not contain all of the information set forth in the registration statement with
respect to the shares and the exhibits and schedules to the registration
statement. For further information about Conceptus and the shares, reference is
made to the registration statement.
Conceptus is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance with the Securities Exchange Act of
1934, files annual and quarterly reports, proxy materials and other information
with the SEC. You can inspect and copy reports and other information filed by
Conceptus with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0300. The SEC also
maintains an internet site at http://www.sec.gov that contains reports, proxy
and information statements regarding issuers, including Conceptus, that file
electronically with the SEC.
The following documents are incorporated by reference in this prospectus:
(a) Conceptus' Annual Report on Form 10-K, as amended, for the fiscal year
ended December 31, 1999, containing audited financial statements for
each of the years in the three year period ended December 31, 1999.
(b) Conceptus' Quarterly Reports on Form 10-Q for the quarters ended June
30, 2000 and March 31, 2000.
(c) The description of common stock contained in Conceptus' registration
statement on Form 8-A (File No. 0-27596) filed with the SEC on December
26, 1995.
(d) Conceptus' Current Report on Form 8-K filed with the SEC on July 28,
2000.
All documents we file under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus and before the
termination of the offering of the shares shall be deemed to be incorporated by
reference in this prospectus and to be a part hereof from their dates of filing.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this prospectus is deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any
6
<PAGE>
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
Upon request, you may obtain without charge a copy of any or all of the
documents incorporated by reference in this prospectus (other than exhibits to
such documents which are not specifically incorporated by reference therein).
Upon request, you may also obtain without charge copies of this prospectus, as
amended or supplemented from time to time, and any other documents (or parts of
documents) that constitute part of this prospectus under Section 10(a) of the
Securities Act of 1933. Requests for such copies should be addressed to Steven
Bacich, President and CEO, Conceptus, Inc., 1021 Howard Avenue, San Carlos,
California 94070 (telephone number (650) 802-7240).
7
<PAGE>
================================================================================
We have not authorized any dealer, 1,940,000 SHARES
salesperson or other person to give any
information or make any representations
that differ from what is contained in
this prospectus. You should not rely on CONCEPTUS, INC.
any unauthorized information. This
prospectus does not offer to sell or
seek offers to buy any shares in any
jurisdiction in which it is unlawful.
The information in this prospectus is COMMON STOCK
current only as of its date.
TABLE OF CONTENTS
Page
Summary of Our Business............. 2
Risk Factors........................ 2
Special Note Regarding Financial ------------------
Looking Statements................ 2
The Selling Stockholders............ 3 PROSPECTUS
Plan of Distribution................ 4
Legal Matters....................... 6 ------------------
Experts............................. 6
Where You Can Find
More Information.................. 6
____________, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of the shares will be borne by
Conceptus. Such expenses are set forth in the table below. All amounts are
estimates except the Securities Act registration fee.
Securities Act Registration Fee ...................... $ 3,601
Nasdaq National Market Listing Fee ................... 17,500
Legal Fees and Expenses* ............................. 60,000
Accounting Fees and Expenses* ........................ 25,000
Miscellaneous ........................................ 8,899
Total ................................................ $115,000
* Estimated.
Item 15. Indemnification of Directors and Officers.
Conceptus' Amended and Restated Certificate of Incorporation provides that
to the fullest extent permitted by the Delaware General Corporation Law, a
director of Conceptus shall not be personally liable to Conceptus or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Under current Delaware law, liability of a director may not be limited (i) for
any breach of the director's duty of loyalty to Conceptus or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases and (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of the provision of Conceptus' Amended and Restated Certificate of
Incorporation is to eliminate the rights of Conceptus and its stockholders
(through stockholders' derivative suits on behalf of Conceptus) to recover
monetary damages against a director for breach of the fiduciary duty of care as
a director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate the rights of Conceptus or any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, Conceptus'
Certificate of Incorporation provides that Conceptus shall indemnify to the
fullest extent permitted by law its directors, officers and employees and
persons serving at any other enterprise as a director, officer or employee at
Conceptus' request against losses incurred by any such person by reason of the
fact that such person was acting in such capacity.
In addition, Conceptus has entered into agreements with certain directors
and officers of Conceptus pursuant to which Conceptus has agreed to indemnify
such persons against expenses (including attorneys' fees), judgments, fines and
certain amounts paid in settlement actually and reasonably incurred by such
indemnified person if such person is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such indemnified person
II-1
<PAGE>
is or was a director, officer, employee or agent of Conceptus or any subsidiary
of Conceptus, due to any action or inaction on the part of the indemnified
person while an officer or director, or because the indemnified person is or was
serving at the request of Conceptus as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, so
long as such indemnified person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of Conceptus and, with
respect to any criminal action or proceeding, if such indemnified person had no
reasonable cause to believe his or her conduct was unlawful. The agreements also
provide that such indemnified persons will be entitled to an advance of expenses
to meet the obligations indemnified against as set forth above.
Item 16. Exhibits.
The following documents are filed as part of this registration statement.
Exhibit Number Description
-------------- -----------
4.1 Form of Stock Purchase Agreement by and among
Conceptus, Inc. and the Selling Stockholders.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Latham & Watkins (included in its
opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
---------------------
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or any decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any derivation from
II-2
<PAGE>
the low end or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set forth
the "Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously discussed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration, by means of a post-effective amendment, any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 August 1, 2000.
CONCEPTUS, INC.,
a Delaware corporation
By: /s/ Steven Bacich
---------------------------------------
Steven Bacich
President and CEO
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Steven
Bacich and Oliver Brouse, jointly and severally, as attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, 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 connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
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.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
-------------------------------------- Chairman of the Board July __, 2000
Kathryn Tunstall of Directors
/s/ Steven Bacich
-------------------------------------- President and CEO July 31, 2000
Steven Bacich and Director
(Principal Executive Officer)
/s/ Oliver Brouse
-------------------------------------- Director, Finance and Marketing July 31, 2000
Oliver Brouse (Principal Financial and
Accounting Officer)
II-4
<PAGE>
/s/ Howard D. Palefsky
-------------------------------------- Vice Chairman of the Board of July 31, 2000
Howard D. Palefsky Directors
/s/ Sanford Fitch
-------------------------------------- Director July 31, 2000
Sanford Fitch
/s/ Florence Comite
-------------------------------------- Director July 31, 2000
Florence Comite
/s/ Richard D. Randall
-------------------------------------- Director July 31, 2000
Richard D. Randall
II-5
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 Form of Stock Purchase Agreement by and among Conceptus,
Inc. and the Selling Stockholders.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Latham & Watkins (included in its opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
___________________________
II-6
