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) September 18, 2000
                                                         ------------------
  
                              SYMPHONIX DEVICES, INC.
                              -----------------------
              (Exact name of registrant as specified in its charter)
  
  
  Delaware                        000-23767      77-0376250
  ----------------------------    -----------    ------------------
  (State or other jurisdiction    (Commission    (IRS Employer
  of incorporation)               File Number)   Identification No.)
  
  
         2331 Zanker Road, San Jose, California          95131-1107
         ---------------------------------------         ----------
         (Address of principal executive offices)        (Zip Code)
  
         Registrant's telephone number, including area code (408) 232-0710
                                                            --------------
  
         -----------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 5.    Other Events
  
       Symphonix Devices, Inc. entered into a Common Stock Purchase Agreement,
  dated as of September 18, 2000, with accredited investors, including J.P.
  Morgan Capital, L.P. and Patricof & Co. Ventures, Inc., providing for
  Symphonix's sale of 6,397,632 shares of its common stock to the investors for
  a purchase price of approximately $26 million, which is at a per share price
  of $4.064, determined as 80% of the average of the closing price of the common
  stock as reported on The Nasdaq Stock Market-National Market over a 33-day
  period ending on September 18, 2000.
  
       The major terms of this financing include the following:
  
       .  Purchase Price Adjustment. Each investor may elect to receive, once
          -------------------------
  during the two-year period following the closing of the financing and at no
  extra cost, additional shares of common stock of Symphonix based upon the
  difference between the original purchase price paid by the investor and the 33-
  day average market price of the common stock as of the date of such price
  adjustment.
  
       .  Right to Maintain. The investors will have the right to purchase a
          -----------------
  portion of additional securities sold by Symphonix after the financing in an
  amount that enables each investor to maintain its percentage ownership of the
  total outstanding common stock.
  
       .  Registration Rights. Symphonix has agreed, within ten days following the
          -------------------
  closing of the financing, to file a registration statement on Form S-3 covering
  the shares sold in the financing and to keep the registration statement
  effective for up to one year. Symphonix has also agreed to grant "piggyback"
  registration rights and demand registration rights to the investors.
  
       .  Indemnification and Insurance. Symphonix has agreed to indemnify two of
          -----------------------------
  the investors, J.P. Morgan and Patricof, for claims related to their status as
  stockholders of Symphonix and to add them to its directors and officers
  liability insurance policy.
  
       .  Directors. Symphonix has agreed that its board of directors will
          ---------
  nominate one individual designated by each of J.P. Morgan and Patricof to its
  board of directors, and that its board of directors and management will vote all
  shares for which they hold proxies or otherwise are entitled to vote in favor of
  these nominees.
  
       .  Acquisitions. Symphonix has agreed not to acquire other businesses in a
          ------------
  transaction with consideration in excess of $10 million without the prior
  written consent of J.P. Morgan and Patricof.
  
       .  New Securities. Symphonix has agreed not to issue for two years after
          --------------
  the closing of the financing, without the prior written consent of J.P. Morgan
  and Patricof:
  
             .  common stock, other than shares sold pursuant to a registration
  statement, sold at a discount from its fair market value in a transaction in
  which the Company receives at least $5 million in proceeds; or
  
             .  securities senior to the common stock.
  
                                        -1-
  <PAGE>
  
       The closing of the financing is conditioned upon obtaining the approval of
  Symphonix stockholders at a special meeting of stockholders to be held on
  November 8, 2000, and other closing conditions, including the appointment of
  nominees of J.P. Morgan and Patricof to the board of directors, the addition of
  J.P. Morgan and Patricof to its directors and officers liability insurance
  policy and the entering into of indemnification agreements with J.P. Morgan and
  Patricof.  Symphonix cannot assure you that the necessary stockholder approval
  will be obtained, or that the other closing conditions will be met.
  
       The foregoing summary of the Purchase Agreement is qualified in its
  entirety by reference to the full text of the Purchase Agreement, which is
  attached hereto as Exhibit 10.1, and which is incorporated herein by reference.
  
  Item 7.    Financial Statements and Exhibits
  
       (c)   Exhibits
  
            10.1  Common Stock Purchase Agreement dated September 18, 2000 between
            Symphonix Devices, Inc. and certain investors, including exhibits.
  
                                        -2-
  <PAGE>
  
                                     SIGNATURE
  
       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.
  
                                      SYMPHONIX DEVICES, INC.
  
  
                                      /s/ Kirk B. Davis
                                      ----------------------------------------
                                      Kirk B. Davis
                                      President and Chief Executive Officer
  
                                      Date:  November 2, 2000
  
  
                                        -3-
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit No.    Description
  ----------     -----------
  
  10.1           Common Stock Purchase Agreement dated September 18, 2000 between
                 Symphonix Devices, Inc. and certain investors, including
                 exhibits.
  
  
                                        -4-
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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) September 18, 2000
                                                         ------------------
  
                              SYMPHONIX DEVICES, INC.
                              -----------------------
              (Exact name of registrant as specified in its charter)
  
  Delaware                        000-23767      77-0376250
  ----------------------------    -----------    ------------------
  (State or other jurisdiction    (Commission    (IRS Employer
  of incorporation)               File Number)   Identification No.)
  
         2331 Zanker Road, San Jose, California          95131-1107
         ---------------------------------------         ----------
         (Address of principal executive offices)        (Zip Code)
  
         Registrant's telephone number, including area code (408) 232-0710
                                                            --------------
  
         -----------------------------------------------------------------
           (Former name or former address, if changed since last report)
  Item 5.    Other Events
  
       Symphonix Devices, Inc. entered into a Common Stock Purchase Agreement,
  dated as of September 18, 2000, with accredited investors, including J.P.
  Morgan Capital, L.P. and Patricof & Co. Ventures, Inc., providing for
  Symphonix's sale of 6,397,632 shares of its common stock to the investors for
  a purchase price of approximately $26 million, which is at a per share price
  of $4.064, determined as 80% of the average of the closing price of the common
  stock as reported on The Nasdaq Stock Market-National Market over a 33-day
  period ending on September 18, 2000.
  
       The major terms of this financing include the following:
  
       .  Purchase Price Adjustment. Each investor may elect to receive, once
          -------------------------
  during the two-year period following the closing of the financing and at no
  extra cost, additional shares of common stock of Symphonix based upon the
  difference between the original purchase price paid by the investor and the 33-
  day average market price of the common stock as of the date of such price
  adjustment.
  
       .  Right to Maintain. The investors will have the right to purchase a
          -----------------
  portion of additional securities sold by Symphonix after the financing in an
  amount that enables each investor to maintain its percentage ownership of the
  total outstanding common stock.
  
       .  Registration Rights. Symphonix has agreed, within ten days following the
          -------------------
  closing of the financing, to file a registration statement on Form S-3 covering
  the shares sold in the financing and to keep the registration statement
  effective for up to one year. Symphonix has also agreed to grant "piggyback"
  registration rights and demand registration rights to the investors.
  
       .  Indemnification and Insurance. Symphonix has agreed to indemnify two of
          -----------------------------
  the investors, J.P. Morgan and Patricof, for claims related to their status as
  stockholders of Symphonix and to add them to its directors and officers
  liability insurance policy.
  
       .  Directors. Symphonix has agreed that its board of directors will
          ---------
  nominate one individual designated by each of J.P. Morgan and Patricof to its
  board of directors, and that its board of directors and management will vote all
  shares for which they hold proxies or otherwise are entitled to vote in favor of
  these nominees.
  
       .  Acquisitions. Symphonix has agreed not to acquire other businesses in a
          ------------
  transaction with consideration in excess of $10 million without the prior
  written consent of J.P. Morgan and Patricof.
  
       .  New Securities. Symphonix has agreed not to issue for two years after
          --------------
  the closing of the financing, without the prior written consent of J.P. Morgan
  and Patricof:
  
             .  common stock, other than shares sold pursuant to a registration
  statement, sold at a discount from its fair market value in a transaction in
  which the Company receives at least $5 million in proceeds; or
  
             .  securities senior to the common stock.
  
                                        -1-
  The closing of the financing is conditioned upon obtaining the approval of
  Symphonix stockholders at a special meeting of stockholders to be held on
  November 8, 2000, and other closing conditions, including the appointment of
  nominees of J.P. Morgan and Patricof to the board of directors, the addition of
  J.P. Morgan and Patricof to its directors and officers liability insurance
  policy and the entering into of indemnification agreements with J.P. Morgan and
  Patricof.  Symphonix cannot assure you that the necessary stockholder approval
  will be obtained, or that the other closing conditions will be met.
  
       The foregoing summary of the Purchase Agreement is qualified in its
  entirety by reference to the full text of the Purchase Agreement, which is
  attached hereto as Exhibit 10.1, and which is incorporated herein by reference.
  
  Item 7.    Financial Statements and Exhibits
  
       (c)   Exhibits
  
            10.1  Common Stock Purchase Agreement dated September 18, 2000 between
            Symphonix Devices, Inc. and certain investors, including exhibits.
  
                                        -2-
  SIGNATURE
  
       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.
  
                                      SYMPHONIX DEVICES, INC.
  
                                      /s/ Kirk B. Davis
                                      ----------------------------------------
                                      Kirk B. Davis
                                      President and Chief Executive Officer
  
                                      Date:  November 2, 2000
  
                                        -3-
  EXHIBIT INDEX
  
  Exhibit No.    Description
  ----------     -----------
  
  10.1           Common Stock Purchase Agreement dated September 18, 2000 between
                 Symphonix Devices, Inc. and certain investors, including
                 exhibits.
  
                                        -4-