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):  July 26, 2001
  
  
                                   CONCEPTUS, INC.
                 --------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
  
            Delaware                     000-27596                  97-3170244
  ---------------------------     ------------------------     -------------------
  State or Other Jurisdiction     (Commission File Number)      (I.R.S. Employer
       of 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 July 26, 2001, Conceptus, Inc. issued a press release announcing
  financial results for the three and six months ended June 30, 2001. Text of the
  press release follows:
  
  SAN CARLOS, Calif. (July 26, 2001) - Conceptus, Inc. (NASDAQ NM: CPTS),
  developer of the non-incisional permanent birth control procedure Essure(TM)
  pbc, previously known as STOP (Selective Tubal Occlusion Procedure), today
  announced financial results for the three and six months ended June 30, 2001.
  
  Net loss for the quarter was $4.3 million, or $0.32 per share, compared with a
  net loss of $2.9 million, or $0.30 per share, in the comparable period last
  year. Revenues for the second quarter of 2001 were $163,000, representing the
  first commercial sales in Australia, where Essure pbc was recently launched, as
  well as $23,000 of Essure pbc sales in Singapore. Cost of sales was $646,000.
  The Company reported no sales or cost of sales for the comparable period last
  year. Research and development expenses for the quarter decreased slightly to
  $1.7 million, from $1.8 million in the prior-year second quarter. Selling,
  general and administrative expenses in the second quarter increased to $2.3
  million from $1.1 million in 2000, as the Company ramped up its sales and
  marketing efforts in Australia.
  
  For the six months ended June 30, 2001, net loss was $8.3 million, or $0.67 per
  share, compared with a net loss of $4.6 million, or $0.48 per share, for the six
  months ended June 30, 2000. The increase in net loss was primarily due to
  greater sales and marketing activities during the first half of 2001.
  
  Cash, cash equivalents and short-term investments as of June 30, 2001 were $13.5
  million, compared with $12.5 million as of December 31, 2000. On April 12, 2001,
  the Company announced the closing of an $11.5 million private placement
  financing of approximately 1,643,000 newly issued shares of common stock.
  
  "We are extremely encouraged by the early response we have received to Essure
  pbc in Australia among patients, physicians and the media alike," commented
  Steven Bacich, chief executive officer. "We have established a high-quality
  training and preceptorship program for qualified gynecologists. In addition, we
  implemented an awareness program directed at general practitioners (GP) and
  gynecologists focused on patient counseling and referral, including the
  contracting of a 6-person GP specialist sales force to complement our 4 direct
  sales representatives in Australia."
  
  Mr. Bacich continued, "The data from the U.S. Pivotal Trial continue to support
  the Phase II data that formed the basis for marketing in Australia. In June, our
  media campaign resulted in nationwide coverage of the Essure pbc procedure in
  Australia, which was the final phase of the first commercial launch of the
  product worldwide. Following this widespread media coverage, patient calls
  sharply increased at the offices of the trained specialists for the Essure pbc
  procedure. Currently, we have trained 40 physicians at 18 sites throughout
  Australia, and expect
  
                                          2
  
  <PAGE>
  
  that another 30 physicians will have been trained by the end of the third
  quarter 2001. In addition, we have received our marketing clearance in Singapore
  and have begun selling product to one of the largest public hospitals there.
  This quarter, we will be training more physicians in Singapore and expect modest
  yet growing sales in that country throughout the year."
  
  In commenting on marketing plans in Europe, Mr. Bacich said, "An in-depth
  evaluation of the European opportunity is nearly complete and a decision
  regarding the optimal distribution channel is expected to be made in the
  upcoming months. In addition, we have been engaged in training physicians at
  eight sites in the U.K. and France for reimbursement studies with a final goal
  to have the reimbursement process completed in early 2002."
  
  Combining data from both the Essure pbc Phase II and pivotal trial studies, to
  date more than 400 women years of effectiveness have been achieved without a
  pregnancy. The Company cautions, however, that no method of birth control is
  100% effective and that pregnancies are expected. In addition, the success
  criteria for the pivotal trial allow for pregnancies to occur.
  
  As previously announced, excluding the day of the procedure, data show that 92
  percent of Essure pbc patients who are employed returned to work in one day or
  less of undergoing the procedure. Further results indicate that nearly 60
  percent of Essure pbc patients were back to their regular physical activities
  within one day, and within two days 76 percent had resumed regular activities. A
  comparison to laparoscopic tubal ligation was not performed in the pivotal
  trial; however, published reports show that women who undergo surgical tubal
  ligation - the only permanent birth control option currently available for women
  in the U.S. - return to regular physical activities in 3 to 10 days.
  
  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 live conference call via the Internet may do so by logging on to the
  Company's Website, www.conceptus.com. A replay will be available on the Website
  for 30 days.
  
  
  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 percent 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 3 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 have a rapid return to regular activities.
  Essure pbc does not involve taking drugs or hormones, which can interfere with
  the body's natural menstruation cycle.
  
                                          3
  
  <PAGE>
  
  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
  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 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
  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.
  
                                 (Tables to follow)
  
                                          4
  
  <PAGE>
  
                                   Conceptus, Inc.
  
                               Statement of Operations
                                     (Unaudited)
                      (In thousands, except per share amounts)
  
  <TABLE>
  <CAPTION>
                                             Three Months Ended     Six Months Ended
                                                  June 30,              June 30,
                                             ------------------    ------------------
                                               2001       2000       2001       2000
                                             -------    -------    -------    -------
  <S>                                        <C>        <C>        <C>        <C>
  Net Sales                                  $   163    $    --    $   163    $    --
  
  Operating expenses:
      Cost of Sales                              646         --        646         --
      Research and development                 1,676      1,818      3,865      3,386
      Selling, general and administrative      2,343      1,143      4,397      1,965
                                             -------    -------    -------    -------
  Total operating expenses                     4,665      2,961      8,908      5,351
                                             -------    -------    -------    -------
  Operating loss                              (4,502)    (2,961)    (8,745)    (5,351)
  Recovery of legal defense costs                 --         60         --        513
  Interest and other income, net                 215         11        402        189
                                             -------    -------    -------    -------
  Net loss                                   $(4,287)   $(2,890)   $(8,343)   $(4,649)
                                             =======    =======    =======    =======
  Basic and diluted net loss per share       $ (0.32)   $ (0.30)   $ (0.67)   $ (0.48)
                                             =======    =======    =======    =======
  Shares used in computing basic and
    diluted net loss per share                13,300      9,692     12,521      9,686
                                             =======    =======    =======    =======
  </TABLE>
  
                                       -more-
  
                                          5
  
  <PAGE>
  
                                   Conceptus, Inc.
  
                                    Balance Sheet
                                     (Unaudited)
                                   (In thousands)
  
  <TABLE>
  <CAPTION>
                                                        June 30,      December 31,
                                                          2001            2000
                                                       -----------    ------------
                                                       (Unaudited)          *
  <S>                                                  <C>            <C>
  Cash, cash equivalents and short-term investments       13,518        $ 12,493
  
  Accounts receivable                                        163              --
  
  Inventory                                                  483              67
  
  Other current assets                                       452              59
                                                        --------        --------
  Total current assets                                    14,616          12,619
  
  Property and equipment, net                              1,288           1,153
  
  Other assets                                               398             334
                                                        --------        --------
  Total assets                                          $ 16,302        $ 14,106
                                                        ========        ========
  
  Accounts payable and accruals                            3,759           4,147
                                                        --------        --------
  
  Common stock                                            88,034          77,107
  
  Accumulated deficit                                    (75,491)        (67,148)
                                                        --------        --------
  
  Stockholders' equity                                    12,543           9,959
                                                        --------        --------
  
  Total liabilities and stockholders' equity            $ 16,302        $ 14,106
                                                        ========        ========
  </TABLE>
  
  * Derived from audited financial statements.
  
                                        # # #
  
                                          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 & Administration
                                          and Chief Financial Officer
  
  Dated:  August 2, 2001
  
                                          7
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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):  July 26, 2001
  
                                   CONCEPTUS, INC.
                 --------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
            Delaware                     000-27596                  97-3170244
  ---------------------------     ------------------------     -------------------
  State or Other Jurisdiction     (Commission File Number)      (I.R.S. Employer
       of 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 July 26, 2001, Conceptus, Inc. issued a press release announcing
  financial results for the three and six months ended June 30, 2001. Text of the
  press release follows:
  
  SAN CARLOS, Calif. (July 26, 2001) - Conceptus, Inc. (NASDAQ NM: CPTS),
  developer of the non-incisional permanent birth control procedure Essure(TM)
  pbc, previously known as STOP (Selective Tubal Occlusion Procedure), today
  announced financial results for the three and six months ended June 30, 2001.
  
  Net loss for the quarter was $4.3 million, or $0.32 per share, compared with a
  net loss of $2.9 million, or $0.30 per share, in the comparable period last
  year. Revenues for the second quarter of 2001 were $163,000, representing the
  first commercial sales in Australia, where Essure pbc was recently launched, as
  well as $23,000 of Essure pbc sales in Singapore. Cost of sales was $646,000.
  The Company reported no sales or cost of sales for the comparable period last
  year. Research and development expenses for the quarter decreased slightly to
  $1.7 million, from $1.8 million in the prior-year second quarter. Selling,
  general and administrative expenses in the second quarter increased to $2.3
  million from $1.1 million in 2000, as the Company ramped up its sales and
  marketing efforts in Australia.
  
  For the six months ended June 30, 2001, net loss was $8.3 million, or $0.67 per
  share, compared with a net loss of $4.6 million, or $0.48 per share, for the six
  months ended June 30, 2000. The increase in net loss was primarily due to
  greater sales and marketing activities during the first half of 2001.
  
  Cash, cash equivalents and short-term investments as of June 30, 2001 were $13.5
  million, compared with $12.5 million as of December 31, 2000. On April 12, 2001,
  the Company announced the closing of an $11.5 million private placement
  financing of approximately 1,643,000 newly issued shares of common stock.
  
  "We are extremely encouraged by the early response we have received to Essure
  pbc in Australia among patients, physicians and the media alike," commented
  Steven Bacich, chief executive officer. "We have established a high-quality
  training and preceptorship program for qualified gynecologists. In addition, we
  implemented an awareness program directed at general practitioners (GP) and
  gynecologists focused on patient counseling and referral, including the
  contracting of a 6-person GP specialist sales force to complement our 4 direct
  sales representatives in Australia."
  
  Mr. Bacich continued, "The data from the U.S. Pivotal Trial continue to support
  the Phase II data that formed the basis for marketing in Australia. In June, our
  media campaign resulted in nationwide coverage of the Essure pbc procedure in
  Australia, which was the final phase of the first commercial launch of the
  product worldwide. Following this widespread media coverage, patient calls
  sharply increased at the offices of the trained specialists for the Essure pbc
  procedure. Currently, we have trained 40 physicians at 18 sites throughout
  Australia, and expect
  
                                          2
  that another 30 physicians will have been trained by the end of the third
  quarter 2001. In addition, we have received our marketing clearance in Singapore
  and have begun selling product to one of the largest public hospitals there.
  This quarter, we will be training more physicians in Singapore and expect modest
  yet growing sales in that country throughout the year."
  
  In commenting on marketing plans in Europe, Mr. Bacich said, "An in-depth
  evaluation of the European opportunity is nearly complete and a decision
  regarding the optimal distribution channel is expected to be made in the
  upcoming months. In addition, we have been engaged in training physicians at
  eight sites in the U.K. and France for reimbursement studies with a final goal
  to have the reimbursement process completed in early 2002."
  
  Combining data from both the Essure pbc Phase II and pivotal trial studies, to
  date more than 400 women years of effectiveness have been achieved without a
  pregnancy. The Company cautions, however, that no method of birth control is
  100% effective and that pregnancies are expected. In addition, the success
  criteria for the pivotal trial allow for pregnancies to occur.
  
  As previously announced, excluding the day of the procedure, data show that 92
  percent of Essure pbc patients who are employed returned to work in one day or
  less of undergoing the procedure. Further results indicate that nearly 60
  percent of Essure pbc patients were back to their regular physical activities
  within one day, and within two days 76 percent had resumed regular activities. A
  comparison to laparoscopic tubal ligation was not performed in the pivotal
  trial; however, published reports show that women who undergo surgical tubal
  ligation - the only permanent birth control option currently available for women
  in the U.S. - return to regular physical activities in 3 to 10 days.
  
  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 live conference call via the Internet may do so by logging on to the
  Company's Website, www.conceptus.com. A replay will be available on the Website
  for 30 days.
  
  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 percent 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 3 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 have a rapid return to regular activities.
  Essure pbc does not involve taking drugs or hormones, which can interfere with
  the body's natural menstruation cycle.
  
                                          3
  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
  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 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
  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.
  
                                 (Tables to follow)
  
                                          4
  Conceptus, Inc.
  
                               Statement of Operations
                                     (Unaudited)
                      (In thousands, except per share amounts)
  Three Months Ended     Six Months Ended
                                                  June 30,              June 30,
                                             ------------------    ------------------
                                               2001       2000       2001       2000
                                             -------    -------    -------    -------
  Net Sales                                  $   163    $    --    $   163    $    --
  
  Operating expenses:
      Cost of Sales                              646         --        646         --
      Research and development                 1,676      1,818      3,865      3,386
      Selling, general and administrative      2,343      1,143      4,397      1,965
                                             -------    -------    -------    -------
  Total operating expenses                     4,665      2,961      8,908      5,351
                                             -------    -------    -------    -------
  Operating loss                              (4,502)    (2,961)    (8,745)    (5,351)
  Recovery of legal defense costs                 --         60         --        513
  Interest and other income, net                 215         11        402        189
                                             -------    -------    -------    -------
  Net loss                                   $(4,287)   $(2,890)   $(8,343)   $(4,649)
                                             =======    =======    =======    =======
  Basic and diluted net loss per share       $ (0.32)   $ (0.30)   $ (0.67)   $ (0.48)
                                             =======    =======    =======    =======
  Shares used in computing basic and
    diluted net loss per share                13,300      9,692     12,521      9,686
                                             =======    =======    =======    =======
  -more-
  
                                          5
  Conceptus, Inc.
  
                                    Balance Sheet
                                     (Unaudited)
                                   (In thousands)
  June 30,      December 31,
                                                          2001            2000
                                                       -----------    ------------
                                                       (Unaudited)          *
  Cash, cash equivalents and short-term investments       13,518        $ 12,493
  
  Accounts receivable                                        163              --
  
  Inventory                                                  483              67
  
  Other current assets                                       452              59
                                                        --------        --------
  Total current assets                                    14,616          12,619
  
  Property and equipment, net                              1,288           1,153
  
  Other assets                                               398             334
                                                        --------        --------
  Total assets                                          $ 16,302        $ 14,106
                                                        ========        ========
  
  Accounts payable and accruals                            3,759           4,147
                                                        --------        --------
  
  Common stock                                            88,034          77,107
  
  Accumulated deficit                                    (75,491)        (67,148)
                                                        --------        --------
  
  Stockholders' equity                                    12,543           9,959
                                                        --------        --------
  
  Total liabilities and stockholders' equity            $ 16,302        $ 14,106
                                                        ========        ========
  * 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 & Administration
                                          and Chief Financial Officer
  
  Dated:  August 2, 2001
  
                                          7