content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                    ____________
  
                                      FORM 8-K
  
                                   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 5, 2001
  
  
                                   CONCEPTUS, INC.
                      -----------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
  
              Delaware                      000-27596               97-3170244
  -------------------------------   ------------------------   -------------------
  (State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer
           Incorporation)                                      Identification No.)
  
  
                  1021 Howard Avenue, San Carlos, California 94070
                -----------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (650) 802-7240
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
                                         N/A
                      -----------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
  
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS.
  
           On November 6, 2001, Conceptus, Inc. issued a press release announcing
  that it had completed a private placement of approximately 2.3 million shares of
  newly issued common stock to select institutional and other accredited investors
  at a price of $13.25 per share. Text of the press release follows:
  
  SAN CARLOS, Calif. (November 6, 2001) - Conceptus, Inc. (NASDAQ NM: CPTS),
  developer of the non-incisional permanent birth control procedure Essure(TM)
  pbc, today announced the completion of a private placement of approximately 2.3
  million shares of newly issued common stock to select institutional and other
  accredited investors at a price of $13.25 per share. The lead investor in this
  financing was Merrill Lynch. Federated Kaufmann Fund, RS Investments and seven
  additional co-investors also participated. The per share price was determined on
  October 31, 2001, based on the Company's closing price on that date. Adams,
  Harkness & Hill, Inc. served as the placement agent for the offering.
  
  With the completion of this financing, Conceptus now has approximately 16.2
  million shares outstanding.
  
  "We are very pleased to have completed a placement of this size quickly and
  during challenging market conditions, and we are particularly happy to welcome
  Merrill Lynch as our lead investor in this offering," stated Glen Furuta, chief
  financial officer. "Our cash position now stands at approximately $38 million,
  which will be used to support our efforts in readying the Company for U.S. PMA
  approval for Essure(TM) pbc, securing marketing partners in Europe, initiating
  marketing plans in other international markets, and scaling-up our manufacturing
  operations.
  
  
  Permanent Birth Control
  
  Surgical tubal ligation has become the most common form of birth control
  worldwide, despite the fact that it is invasive and costly. About 93% of the
  procedures in the U.S. are performed in a hospital or surgi-center under general
  anesthesia, requiring between four to five hours of hospital recovery time and
  an average of three to 10 days before returning to regular activities. An Essure
  pbc procedure does not require cutting or penetrating the abdomen, and can be
  performed in a less costly procedure setting without general anesthesia.
  Accordingly, a woman is expected to spend about two to three hours of her day
  for an Essure pbc procedure, and to have a rapid return to regular activities.
  Reliance on Essure pbc does not involve taking drugs or hormones, which can
  interfere with the body's natural menstruation cycle.
  
  About Conceptus
  
  Conceptus, Inc. is developing Essure pbc, an investigational medical device and
  procedure in the U.S., which is designed to provide a non-incisional alternative
  to tubal ligation, the leading form of contraception worldwide. Data from the
  United Nations show that worldwide, 33% of reproductive couples using
  contraception rely on surgical tubal ligation. Additionally, a survey performed
  by the United States Centers for Disease Control and Prevention indicates that
  
                                         2
  
  <PAGE>
  
  surgical tubal ligation continues to be the most prevalent form of contraception
  in the United States, and that 35% of women age 35-44 have had a surgical tubal
  sterilization. An estimated 700,000 surgical tubal ligations are performed each
  year in the United States.
  
  The Essure pbc procedure is based on a unique and proprietary catheter delivery
  system for minimally invasive transcervical tubal access.
  
          Except for the historical information contained herein, the matters
  discussed in this press release are forward-looking statements, the accuracy of
  which is necessarily subject to risks and uncertainties. The receipt of
  regulatory approvals, results of product development programs, and clinical
  efficacy of and market demand for our product, among other matters discussed in
  this release, may differ significantly from the discussion of such matters in
  the forward-looking statements. Such differences may be based upon factors
  within the Company's control, such as strategic planning decisions by management
  and re-allocation of internal resources, or on factors outside of the Company's
  control, such as delays by regulatory authorities, scientific advances by third
  parties and introduction of competitive products, as well as those factors set
  forth in the Company's Annual Report on Form 10-K for the year ended December
  31, 2000 and other filings with the Securities and Exchange Commission.
  
                                        # # #
  
                                         3
  
  
  
  
  <PAGE>
  
                                     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 hereunto duly authorized.
  
                                  CONCEPTUS, INC.
                                  (Registrant)
  
  
                                  By: /s/ Glen K. Furuta
                                     ---------------------------------------------
                                          Glen K. Furuta
                                          Vice President, Finance & Administration
                                          and Chief Financial Officer
  
  Dated: November 8, 2001
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                    ____________
  
                                      FORM 8-K
  
                                   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 5, 2001
  
                                   CONCEPTUS, INC.
                      -----------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
              Delaware                      000-27596               97-3170244
  -------------------------------   ------------------------   -------------------
  (State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer
           Incorporation)                                      Identification No.)
  
                  1021 Howard Avenue, San Carlos, California 94070
                -----------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (650) 802-7240
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
                                         N/A
                      -----------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  ITEM 5.  OTHER EVENTS.
  
           On November 6, 2001, Conceptus, Inc. issued a press release announcing
  that it had completed a private placement of approximately 2.3 million shares of
  newly issued common stock to select institutional and other accredited investors
  at a price of $13.25 per share. Text of the press release follows:
  
  SAN CARLOS, Calif. (November 6, 2001) - Conceptus, Inc. (NASDAQ NM: CPTS),
  developer of the non-incisional permanent birth control procedure Essure(TM)
  pbc, today announced the completion of a private placement of approximately 2.3
  million shares of newly issued common stock to select institutional and other
  accredited investors at a price of $13.25 per share. The lead investor in this
  financing was Merrill Lynch. Federated Kaufmann Fund, RS Investments and seven
  additional co-investors also participated. The per share price was determined on
  October 31, 2001, based on the Company's closing price on that date. Adams,
  Harkness & Hill, Inc. served as the placement agent for the offering.
  
  With the completion of this financing, Conceptus now has approximately 16.2
  million shares outstanding.
  
  "We are very pleased to have completed a placement of this size quickly and
  during challenging market conditions, and we are particularly happy to welcome
  Merrill Lynch as our lead investor in this offering," stated Glen Furuta, chief
  financial officer. "Our cash position now stands at approximately $38 million,
  which will be used to support our efforts in readying the Company for U.S. PMA
  approval for Essure(TM) pbc, securing marketing partners in Europe, initiating
  marketing plans in other international markets, and scaling-up our manufacturing
  operations.
  
  Permanent Birth Control
  
  Surgical tubal ligation has become the most common form of birth control
  worldwide, despite the fact that it is invasive and costly. About 93% of the
  procedures in the U.S. are performed in a hospital or surgi-center under general
  anesthesia, requiring between four to five hours of hospital recovery time and
  an average of three to 10 days before returning to regular activities. An Essure
  pbc procedure does not require cutting or penetrating the abdomen, and can be
  performed in a less costly procedure setting without general anesthesia.
  Accordingly, a woman is expected to spend about two to three hours of her day
  for an Essure pbc procedure, and to have a rapid return to regular activities.
  Reliance on Essure pbc does not involve taking drugs or hormones, which can
  interfere with the body's natural menstruation cycle.
  
  About Conceptus
  
  Conceptus, Inc. is developing Essure pbc, an investigational medical device and
  procedure in the U.S., which is designed to provide a non-incisional alternative
  to tubal ligation, the leading form of contraception worldwide. Data from the
  United Nations show that worldwide, 33% of reproductive couples using
  contraception rely on surgical tubal ligation. Additionally, a survey performed
  by the United States Centers for Disease Control and Prevention indicates that
  
                                         2
  surgical tubal ligation continues to be the most prevalent form of contraception
  in the United States, and that 35% of women age 35-44 have had a surgical tubal
  sterilization. An estimated 700,000 surgical tubal ligations are performed each
  year in the United States.
  
  The Essure pbc procedure is based on a unique and proprietary catheter delivery
  system for minimally invasive transcervical tubal access.
  
          Except for the historical information contained herein, the matters
  discussed in this press release are forward-looking statements, the accuracy of
  which is necessarily subject to risks and uncertainties. The receipt of
  regulatory approvals, results of product development programs, and clinical
  efficacy of and market demand for our product, among other matters discussed in
  this release, may differ significantly from the discussion of such matters in
  the forward-looking statements. Such differences may be based upon factors
  within the Company's control, such as strategic planning decisions by management
  and re-allocation of internal resources, or on factors outside of the Company's
  control, such as delays by regulatory authorities, scientific advances by third
  parties and introduction of competitive products, as well as those factors set
  forth in the Company's Annual Report on Form 10-K for the year ended December
  31, 2000 and other filings with the Securities and Exchange Commission.
  
                                        # # #
  
                                         3
  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 hereunto duly authorized.
  
                                  CONCEPTUS, INC.
                                  (Registrant)
  
                                  By: /s/ Glen K. Furuta
                                     ---------------------------------------------
                                          Glen K. Furuta
                                          Vice President, Finance & Administration
                                          and Chief Financial Officer
  
  Dated: November 8, 2001