content: <PAGE>
  
                              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):  April 26, 2001
  
  
                                  CONCEPTUS, INC.
                     _________________________________________
                 (Exact Name of Registrant as Specified in Charter)
  
  
  <TABLE>
  <S>                              <C>                              <C>
           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)
  
  </TABLE>
  <PAGE>
  
  ITEM 5.  OTHER EVENTS.
  
           On April 26, 2001, Conceptus, Inc. issued a press release announcing
  financial results for the three months ended March 31, 2001.  Text of the press
  release follows:
  
       SAN CARLOS, Calif.--(BW HealthWire)--April 26, 2001--Conceptus Inc.
       (Nasdaq:CPTS - news), developer of the STOP(TM) (Selective Tubal Occlusion
               ----   ----
       Procedure) non-surgical permanent birth control device for women, today
       announced financial results for the three months ended March 31, 2001.
  
       For the first quarter of 2001, the company reported a net loss of $4.1
       million, or $0.35 per share, compared with a net loss of $1.8 million, or
       $0.18 per share, in the prior year. Research and development expenses
       increased to $2.2 million, compared with $1.6 million a year ago, primarily
       due to expenses related to development and testing activities in
       preparation for commercial manufacture.
  
       Selling, general and administrative expenses in the first quarter of 2001
       increased to $2.1 million from $822,000 in 2000, primarily due to the
       addition of sales and marketing personnel and related spending required to
       support the commercial launch of the STOP device in Australia.
  
       Cash, cash equivalents and short-term investments as of March 31, 2001,
       were $6.9 million, compared with $12.5 million as of Dec. 31, 2000.  On
       April 12, 2001, the company announced the closing of a private placement
       financing of approximately 1,643,000 newly issued shares of common stock,
       which raised a total of $11.5 million.
  
       "Because we concluded our pivotal study earlier than planned, we were able
       to fully focus on the preparatory activities for the commercial
       introduction of STOP in Australia," stated Steven Bacich, president and
       chief executive officer.
  
       "Our consumer awareness test campaign, which consisted of a radio
       advertising run over a 10 day period in Sydney and Adelaide, generated over
       1,400 responses from potential patients.  This enthusiastic response well
       exceeded our expectations," he added.
  
       During the First Quarter 2001, Conceptus' preparation activities for market
       launch in Australia included the following:
  
       .   Staffed and trained selling organization in Australia.
  
       .   Negotiated reimbursement with several key private insurance companies.
           Completed reimbursement validation testing.
  
       .   Implemented a high-quality physician training and peer-to-peer
           proctoring program. Conducted first training sessions; more than 30
           Australian physicians will have completed training by mid-year and
           ahead of the product launch schedule.
  
  
  
                                         2
  <PAGE>
  
       .   Developed and implemented an awareness program directed at general
           practitioners and gynecologists in regards to patient counseling and
           referral.
  
       .   Completed consumer market research program.
  
       .   Ran initial consumer awareness test campaign directing women to their
           general practitioners for counseling and potential referral for a STOP
           procedure. A full consumer awareness effort began in the second
           quarter.
  
       A key element of the STOP market introduction is physician training and
       proctoring.  Physician training will be available to all qualified
       gynecologists in Australia, and it is expected that STOP will be offered in
       Sydney, Melbourne and Adelaide at up to six sites by late May.  Additional
       sites in Brisbane and other areas are expected to be performing procedures
       by mid-year 2001.
  
       "The introduction of STOP, the first non-surgical permanent birth control
       option for women, is occurring in the wake of improving data from our
       pivotal study of STOP," stated Bacich.
  
       "We are very encouraged by the results of the first interim review of STOP
       pivotal trial data. As reported on March 29, 2001, many of the key metrics
       have improved versus the interim data from the earlier Phase II study, and
       patients continued to rate highly their tolerance of the procedure and
       their comfort with extended use of the device," he added.
  
       Combining both the interim results of the Phase II and pivotal trial
       studies, more than 275 women years of effectiveness have been achieved
       without a pregnancy.  The company cautions however that no method of birth
       control is 100% effective and pregnancies are expected.  In addition, the
       success criteria for the pivotal trial allow for pregnancies to occur.
  
       Conceptus has scheduled an investor conference call to discuss this
       announcement beginning at 4:30 p.m. Eastern time today.  Individuals
       interested in listening to the conference call via the Internet may do so
       by logging on to the company's Web site, www.conceptus.com.  A replay will
       be available on the Website for 90 days.
  
       About STOP
  
       Surgical tubal ligation has become the most common form of birth control
       worldwide, despite the fact that it is invasive and costly.  In the United
       States, about 93% of such procedures are performed in a hospital or surgi-
       center under general anesthesia, requiring 4-5 hours of hospital recovery
       time and resulting in 3-4 days away from work.
  
       A STOP procedure does not require cutting or penetration of the abdomen,
       and can be performed with a local anesthetic in a less costly office
       setting.  Accordingly, a patient is expected to spend about 2-3 hours of
       her day for a STOP procedure, with a rapid return to normal activities.
  
  
                                         3
  <PAGE>
  
       About Conceptus
  
       Conceptus Inc. is developing STOP, an investigational medical device and
       procedure in the United States, which is designed to provide a non-surgical
       alternative to surgical tubal ligation, the leading form of birth control
       worldwide.
  
       The STOP device is a unique and proprietary micro-coil designed to be
       deployed permanently into each fallopian tube using the company's minimally
       invasive transcervical tubal access catheter system.  Clinical studies have
       shown that the STOP device induces a benign occlusive tissue response once
       in place.
  
       Data from the United Nations show that worldwide, 30% of reproductive
       couples using contraception rely on surgical tubal ligation.
  
       Additionally, a survey performed by the Centers for Disease Control and
       Prevention indicates that 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.
  
       Except for the historical information contained herein, the matters
       discussed in this news 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
       effectiveness of and market demand for products, 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, such as uncertainty of market acceptance of STOP, the
       company's limited operating history, delays by regulatory authorities
       regarding product marketing approvals or reimbursement, 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 Dec. 31, 2000, and other filings with the Securities and Exchange
       Commission.
  
  
                                         4
  <PAGE>
  
  <TABLE>
  <CAPTION>
                                  Conceptus Inc.
                       Consolidated Statements of Operations
                                    (Unaudited)
                     (In thousands, except per share amounts)
  
  
                                                               Three Months Ended
                                                                   March 31,
                                                              2001            2000
                                                         --------------- ---------------
  <S>                                                 <C>                <C>
  Operating expenses:
  
    Research and development                                   2,189           1,568
  
    Selling, general and administrative                        2,054             822
  
  Total operating expenses                                     4,243           2,390
  
  Operating loss                                              (4,243)         (2,390)
  
  Recovery of legal defense costs                                 --             453
  
  Interest and other, net                                        187             178
  
  Net loss                                                   $(4,056)        $(1,759)
  
  Basic and diluted net loss per share                        $(0.35)         $(0.18)
  
  Shares used in computing basic
    and diluted net loss per share                            11,723           9,680
  </TABLE>
  
  
                                         5
  <PAGE>
  
  <TABLE>
  <CAPTION>
                                  Conceptus Inc.
                           Condensed Balance Sheet Data
                                  (In thousands)
  
  
                                                               March 31,          Dec. 31,
                                                                 2001               2000
                                                             (Unaudited)             (a)
                                                           ---------------     ---------------
  <S>                                                     <C>                <C>
  Cash, cash equivalents and
    short-term investments                                    $  6,880           $ 12,493
  
  Inventory                                                        444                 67
  
  Other current assets                                             299                 59
  
  Total current assets                                           7,623             12,619
  
  Property and equipment, net                                    1,136              1,153
  
  Other assets                                                     409                334
  
  Total assets                                                   9,168             14,106
  
  Accounts payable and accruals                                  3,208              4,147
  
  Common stock                                                  77,164             77,107
  
  Accumulated deficit                                          (71,204)           (67,148)
  
  Stockholders' equity                                           5,960              9,959
  
  Total liabilities and stockholders' equity                     9,168             14,106
  
  (a) Derived from audited financial statements.
  </TABLE>
  
                                       * * *
  
  
                                         6
  <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 & and Administration
                                      and Chief Financial Officer
  
  
  
  Dated:    April 30, 2001
  
  
  
  
                                         7
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metadata_filer: {"company-data": {"conformed-name": "CONCEPTUS INC", "cik": "0000896778", "assigned-sic": "3841", "irs-number": "973170244", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27596", "film-number": "1618609"}, "business-address": {"street1": "1021 HOWARD AVE", "city": "SAN CARLOS", "state": "CA", "zip": "94070", "phone": "4158027240"}, "mail-address": {"street1": "1021 HOWARD AVENUE", "city": "SAN CARLOS", "state": "CA", "zip": "94070"}}
text: 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):  April 26, 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 April 26, 2001, Conceptus, Inc. issued a press release announcing
  financial results for the three months ended March 31, 2001.  Text of the press
  release follows:
  
       SAN CARLOS, Calif.--(BW HealthWire)--April 26, 2001--Conceptus Inc.
       (Nasdaq:CPTS - news), developer of the STOP(TM) (Selective Tubal Occlusion
               ----   ----
       Procedure) non-surgical permanent birth control device for women, today
       announced financial results for the three months ended March 31, 2001.
  
       For the first quarter of 2001, the company reported a net loss of $4.1
       million, or $0.35 per share, compared with a net loss of $1.8 million, or
       $0.18 per share, in the prior year. Research and development expenses
       increased to $2.2 million, compared with $1.6 million a year ago, primarily
       due to expenses related to development and testing activities in
       preparation for commercial manufacture.
  
       Selling, general and administrative expenses in the first quarter of 2001
       increased to $2.1 million from $822,000 in 2000, primarily due to the
       addition of sales and marketing personnel and related spending required to
       support the commercial launch of the STOP device in Australia.
  
       Cash, cash equivalents and short-term investments as of March 31, 2001,
       were $6.9 million, compared with $12.5 million as of Dec. 31, 2000.  On
       April 12, 2001, the company announced the closing of a private placement
       financing of approximately 1,643,000 newly issued shares of common stock,
       which raised a total of $11.5 million.
  
       "Because we concluded our pivotal study earlier than planned, we were able
       to fully focus on the preparatory activities for the commercial
       introduction of STOP in Australia," stated Steven Bacich, president and
       chief executive officer.
  
       "Our consumer awareness test campaign, which consisted of a radio
       advertising run over a 10 day period in Sydney and Adelaide, generated over
       1,400 responses from potential patients.  This enthusiastic response well
       exceeded our expectations," he added.
  
       During the First Quarter 2001, Conceptus' preparation activities for market
       launch in Australia included the following:
  
       .   Staffed and trained selling organization in Australia.
  
       .   Negotiated reimbursement with several key private insurance companies.
           Completed reimbursement validation testing.
  
       .   Implemented a high-quality physician training and peer-to-peer
           proctoring program. Conducted first training sessions; more than 30
           Australian physicians will have completed training by mid-year and
           ahead of the product launch schedule.
  
                                         2
  .   Developed and implemented an awareness program directed at general
           practitioners and gynecologists in regards to patient counseling and
           referral.
  
       .   Completed consumer market research program.
  
       .   Ran initial consumer awareness test campaign directing women to their
           general practitioners for counseling and potential referral for a STOP
           procedure. A full consumer awareness effort began in the second
           quarter.
  
       A key element of the STOP market introduction is physician training and
       proctoring.  Physician training will be available to all qualified
       gynecologists in Australia, and it is expected that STOP will be offered in
       Sydney, Melbourne and Adelaide at up to six sites by late May.  Additional
       sites in Brisbane and other areas are expected to be performing procedures
       by mid-year 2001.
  
       "The introduction of STOP, the first non-surgical permanent birth control
       option for women, is occurring in the wake of improving data from our
       pivotal study of STOP," stated Bacich.
  
       "We are very encouraged by the results of the first interim review of STOP
       pivotal trial data. As reported on March 29, 2001, many of the key metrics
       have improved versus the interim data from the earlier Phase II study, and
       patients continued to rate highly their tolerance of the procedure and
       their comfort with extended use of the device," he added.
  
       Combining both the interim results of the Phase II and pivotal trial
       studies, more than 275 women years of effectiveness have been achieved
       without a pregnancy.  The company cautions however that no method of birth
       control is 100% effective and pregnancies are expected.  In addition, the
       success criteria for the pivotal trial allow for pregnancies to occur.
  
       Conceptus has scheduled an investor conference call to discuss this
       announcement beginning at 4:30 p.m. Eastern time today.  Individuals
       interested in listening to the conference call via the Internet may do so
       by logging on to the company's Web site, www.conceptus.com.  A replay will
       be available on the Website for 90 days.
  
       About STOP
  
       Surgical tubal ligation has become the most common form of birth control
       worldwide, despite the fact that it is invasive and costly.  In the United
       States, about 93% of such procedures are performed in a hospital or surgi-
       center under general anesthesia, requiring 4-5 hours of hospital recovery
       time and resulting in 3-4 days away from work.
  
       A STOP procedure does not require cutting or penetration of the abdomen,
       and can be performed with a local anesthetic in a less costly office
       setting.  Accordingly, a patient is expected to spend about 2-3 hours of
       her day for a STOP procedure, with a rapid return to normal activities.
  
                                         3
  About Conceptus
  
       Conceptus Inc. is developing STOP, an investigational medical device and
       procedure in the United States, which is designed to provide a non-surgical
       alternative to surgical tubal ligation, the leading form of birth control
       worldwide.
  
       The STOP device is a unique and proprietary micro-coil designed to be
       deployed permanently into each fallopian tube using the company's minimally
       invasive transcervical tubal access catheter system.  Clinical studies have
       shown that the STOP device induces a benign occlusive tissue response once
       in place.
  
       Data from the United Nations show that worldwide, 30% of reproductive
       couples using contraception rely on surgical tubal ligation.
  
       Additionally, a survey performed by the Centers for Disease Control and
       Prevention indicates that 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.
  
       Except for the historical information contained herein, the matters
       discussed in this news 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
       effectiveness of and market demand for products, 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, such as uncertainty of market acceptance of STOP, the
       company's limited operating history, delays by regulatory authorities
       regarding product marketing approvals or reimbursement, 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 Dec. 31, 2000, and other filings with the Securities and Exchange
       Commission.
  
                                         4
  Conceptus Inc.
                       Consolidated Statements of Operations
                                    (Unaudited)
                     (In thousands, except per share amounts)
  
                                                               Three Months Ended
                                                                   March 31,
                                                              2001            2000
                                                         --------------- ---------------
  Operating expenses:
  
    Research and development                                   2,189           1,568
  
    Selling, general and administrative                        2,054             822
  
  Total operating expenses                                     4,243           2,390
  
  Operating loss                                              (4,243)         (2,390)
  
  Recovery of legal defense costs                                 --             453
  
  Interest and other, net                                        187             178
  
  Net loss                                                   $(4,056)        $(1,759)
  
  Basic and diluted net loss per share                        $(0.35)         $(0.18)
  
  Shares used in computing basic
    and diluted net loss per share                            11,723           9,680
  5
  Conceptus Inc.
                           Condensed Balance Sheet Data
                                  (In thousands)
  
                                                               March 31,          Dec. 31,
                                                                 2001               2000
                                                             (Unaudited)             (a)
                                                           ---------------     ---------------
  Cash, cash equivalents and
    short-term investments                                    $  6,880           $ 12,493
  
  Inventory                                                        444                 67
  
  Other current assets                                             299                 59
  
  Total current assets                                           7,623             12,619
  
  Property and equipment, net                                    1,136              1,153
  
  Other assets                                                     409                334
  
  Total assets                                                   9,168             14,106
  
  Accounts payable and accruals                                  3,208              4,147
  
  Common stock                                                  77,164             77,107
  
  Accumulated deficit                                          (71,204)           (67,148)
  
  Stockholders' equity                                           5,960              9,959
  
  Total liabilities and stockholders' equity                     9,168             14,106
  
  (a) Derived from audited financial statements.
  * * *
  
                                         6
  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 & and Administration
                                      and Chief Financial Officer
  
  Dated:    April 30, 2001
  
                                         7