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): February 26, 2002
  
                                   CONCEPTUS, INC.
  
                 (Exact name of registrant as specified in charter)
  <TABLE>
  <S>                                                                                       <C>
              Delaware                               000-27596                               97-3170244
  (State or other jurisdiction of             (Commission file number)                   (I.R.S. employer
   incorporation or organization)                                                       identification no.)
  </TABLE>
  
                                 1021 Howard Avenue
                                San Carlos, CA 94070
                 (Address of principal executive offices) (Zip code)
  
         Registrant's telephone number, including area code: (650) 802-7240
  
                           ------------------------------
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS.
  
       On February 26, 2002, Conceptus, Inc. issued a press release announcing
  financial results for the three and twelve months ended December 31, 2001. Text
  of the press release follows:
  
  SAN CARLOS, Calif. (February 26, 2002) - Conceptus, Inc. (NASDAQ NM: CPTS),
  developer of the non-incisional permanent birth control procedure Essure(TM),
  today announced financial results for the three and twelve months ended December
  31, 2001. Highlights of the three months ended December 31, 2001 and recent
  weeks include:
  
  o    FDA acceptance and closing of first module of PMA submission
  
  o    Submission of second PMA module - final PMA submission on track by end of
       second quarter 2002
  
  o    Essure marketing approval in Canada
  
  o    Establishment of sales networks in certain European countries and in Canada
  
  For the 2001 fourth quarter, the Company reported a net loss of $5.3 million, or
  $0.34 per share, compared with a net loss of $6.1 million, or $0.53 per share,
  in the comparable period last year. Net sales for the fourth quarter of 2001
  were $115,000, compared with no sales in the prior-year fourth quarter. Cost of
  sales and start-up manufacturing costs were $273,000 in the 2001 fourth quarter.
  
  Research and development expenses were $2.2 million for the 2001 fourth quarter,
  compared with $4.7 million in the 2000 fourth quarter when the Company was
  completing patient enrollment in the Essure U.S. pivotal study. Selling, general
  and administrative expenses were $3.1 million in the fourth quarter, up from
  $1.8 million in the prior year's fourth quarter. The increase was related to
  sales and marketing activities as the Company recorded its third consecutive
  quarter of commercial sales of Essure in Australia, and began sales preparation
  activities in certain European countries and in Canada.
  
  For the twelve months ended December 31, 2001, the Company posted a net loss of
  $18.1 million, or $1.33 per share, compared with a net loss of $14.5 million, or
  $1.37 per share, for 2000. The Company incurred lower research and development
  expenses during 2001, which were more than offset by increased selling, general
  and administrative expenses, and cost of sales and start-up manufacturing costs.
  The narrowing in loss per share is due to a larger number of shares outstanding
  owing to two equity financings during 2001.
  
  Cash, cash equivalents and short-term investments were $33.8 million as of
  December 31, 2001, compared with $12.5 million as of December 31, 2000. During
  the fourth quarter of 2001, the Company completed a private placement of 2.3
  million shares, raising gross proceeds of $30.8 million.
  
                                          2
  
  <PAGE>
  
  "The past year was a remarkable one for Conceptus, filled with many `firsts' as
  we laid the foundation for continued achievements and success for 2002 and
  beyond, all in efforts to bring the Essure product to the worldwide market,"
  commented Steven Bacich, chief executive officer.
  
  "Clearly the most important achievement has been the progress we have made on
  our U.S. regulatory pathway. Our first PMA module has been accepted and closed
  by the FDA and the second module was submitted earlier this month. Our final PMA
  is on track for submission by the end of the second quarter 2002. As a result,
  we are actively preparing for our expected upcoming launch in the U.S. with
  continued strong clinical data being reported in our clinical trials. To date,
  there have been no pregnancies reported in the Phase II and Pivotal studies of
  Essure, in which over 640 women have relied exclusively on the Essure device to
  prevent pregnancy, with over 100 of these women having relied on Essure for over
  two years. Although no method of contraception is expected to be 100% effective,
  data from these clinical studies amount to over 750 woman-years of effectiveness
  without a reported pregnancy. In addition, 99% of women followed to date
  continue to rate their satisfaction with Essure as `good to excellent.'"
  
  "Last year, we made a key decision to market Essure directly in Australia in
  order to test the marketing and clinical training programs we hope to employ in
  the much larger North American and European markets," stated Steve Bacich. "We
  have been able to fine-tune our direct-to-consumer promotion programs, which are
  already very successful in generating consumer awareness and interest in
  Australia. As a result, our Direct-to-Consumer (DTC) program in most countries
  will include a specialty call-center for consumers, staffed by healthcare
  professionals, which has been proven to be a valuable adjunct to consumer
  adoption of new prescription drugs and medical devices. We have also been able
  to streamline our well-regarded physician-training program based upon the
  feedback from Australian physicians. And the lessons learned about the
  importance of the general practitioner (GP) in Australia as a "gatekeeper" to
  the utilization of advanced gynecological procedures will be directly applicable
  to many markets around the globe," he added.
  
  In the last quarter, Conceptus employed a contract sales force to build
  awareness of Essure among Australian general practitioners. By the end of 2001,
  over 65% of GP's were aware of the Essure procedure and its benefits with a
  correspondingly high approval rating. In addition, after an initial focus on the
  private market, the Company has begun to market to public sector hospitals and
  expects to be active in ten large public hospitals in Australia over the next
  few months. Due to these efforts, several public hospitals in Australia have
  been awarded government grants for the express purpose of beginning an Essure
  Permanent Birth Control Program.
  
  Conceptus previously announced regulatory approvals to market Essure in Europe
  and Canada. Independent distributors, with a franchise in gynecology, have been
  employed in Canada and several European countries.
  
  "In Europe, we are off to a strong start," Bacich continued. "Our U.K. partner,
  who is exclusively distributing Essure, was the dominant supplier of
  sterilization products to the
  
                                          3
  
  <PAGE>
  gynecological market in the U.K. with a 98% market share. We are accelerating
  our training seminars as we continue to roll out Essure across Europe. In
  Canada, where we have just initiated our efforts, we are already noting high
  interest from physicians and patients motivated by media exposure."
  
  Commenting further, Mr. Bacich noted, "We have made a number of key executive
  hires this past year across certain departments of the Company. I am confident
  that these talented professionals will bring significant and immediate value to
  our company, and to women worldwide seeking an alternative to surgical tubal
  ligation."
  
  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
  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 average about 30 minutes for an Essure
  procedure and to return home about 45 minutes after the procedure is completed.
  92% of Essure patients who were employed returned to work in one day or less,
  excluding the day of the procedure. Reliance on Essure does not involve taking
  drugs or hormones.
  
  ABOUT CONCEPTUS
  
  Conceptus, Inc. is developing Essure, 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 to 800,000 surgical tubal ligations are
  performed each year in the United States.
  
  The Essure 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 such
  as strategic planning decisions by management, re-allocation of internal
  resources, performance of
  
                                          4
  
  <PAGE>
  
  independent distributors, delays by regulatory authorities, scientific advances
  by third parties, 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.
  
                             (Financial data to follow)
  
                                          5
  
  <PAGE>
  
                                   Conceptus, Inc.
                  Condensed Consolidated Statements of Operations
                      (In thousands, except per share amounts)
  
  <TABLE>
  <CAPTION>
  
                                                           Three Months Ended           Twelve Months Ended
                                                               December 31,                  December 31,
                                                       --------------------------     --------------------------
                                                          2001            2000           2001            2000
                                                       ---------         --------     ---------         --------
  <S>                                                  <C>               <C>          <C>               <C>
  Net sales                                            $     115         $     --     $     401         $     --
  
  Operating expenses:
    Cost of sales and start-up manufacturing costs           273               --         1,456               --
    Research and development                               2,165            4,709         7,983           10,739
    Selling, general and administrative                    3,145            1,773         9,776            5,012
                                                       ---------         --------     ---------         --------
  Total operating expenses                                 5,583            6,482        19,215           15,751
                                                       ---------         --------     ---------         --------
  Operating loss                                          (5,468)          (6,482)      (18,814)         (15,751)
  Recovery of legal defense costs                             --               73            --              586
  Interest and other income, net                             195              260           740              712
                                                       ---------         --------     ---------         --------
  Net loss                                             $  (5,273)        $ (6,149)    $ (18,074)        $(14,453)
                                                       =========         ========     =========         ========
  
  Basic and diluted net loss per share                 $   (0.34)        $  (0.53)    $   (1.33)        $  (1.37)
                                                       =========         ========     =========         ========
  
  Shares used in computing basic
    and diluted net loss per share                        15,443           11,681        13,561           10,559
                                                       =========         ========     =========         ========
  </TABLE>
  
  
                                          6
  
  <PAGE>
  
                                   Conceptus, Inc.
                        Condensed Consolidated Balance Sheets
                                   (In thousands)
  
  <TABLE>
  <CAPTION>
                                                               December 31,
                                                       --------------------------
                                                          2001            2000
                                                       ---------         --------
                                                           *                 *
  <S>                                                  <C>               <C>
  Cash, cash equivalents and short-term investments    $  33,803         $ 12,493
  Account receivable                                         247               --
  Inventories                                              1,134               67
  Other current assets                                       556               59
                                                       ---------         --------
  Total current assets                                    35,740           12,619
  Property and equipment, net                              1,658            1,153
  Other assets                                               380              334
                                                       ---------         --------
  Total assets                                         $  37,778         $ 14,106
                                                       =========         ========
  Total liabilities                                    $   4,603         $  4,147
                                                       ---------         --------
  Common stock                                           118,397           77,107
  Accumulated deficit                                    (85,222)         (67,148)
                                                       ---------         --------
  Stockholders' equity                                    33,175            9,959
                                                       ---------         --------
  Total liabilities and stockholders' equity           $  37,778         $ 14,106
                                                       =========         ========
  </TABLE>
  
  *  Derived from audited financial statements.
  
                                          7
  
  <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:   February 28, 2002
  
                                          8
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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": "02565849"}, "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: 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): February 26, 2002
  
                                   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 or organization)                                                       identification no.)
  1021 Howard Avenue
                                San Carlos, CA 94070
                 (Address of principal executive offices) (Zip code)
  
         Registrant's telephone number, including area code: (650) 802-7240
  
                           ------------------------------
  ITEM 5.  OTHER EVENTS.
  
       On February 26, 2002, Conceptus, Inc. issued a press release announcing
  financial results for the three and twelve months ended December 31, 2001. Text
  of the press release follows:
  
  SAN CARLOS, Calif. (February 26, 2002) - Conceptus, Inc. (NASDAQ NM: CPTS),
  developer of the non-incisional permanent birth control procedure Essure(TM),
  today announced financial results for the three and twelve months ended December
  31, 2001. Highlights of the three months ended December 31, 2001 and recent
  weeks include:
  
  o    FDA acceptance and closing of first module of PMA submission
  
  o    Submission of second PMA module - final PMA submission on track by end of
       second quarter 2002
  
  o    Essure marketing approval in Canada
  
  o    Establishment of sales networks in certain European countries and in Canada
  
  For the 2001 fourth quarter, the Company reported a net loss of $5.3 million, or
  $0.34 per share, compared with a net loss of $6.1 million, or $0.53 per share,
  in the comparable period last year. Net sales for the fourth quarter of 2001
  were $115,000, compared with no sales in the prior-year fourth quarter. Cost of
  sales and start-up manufacturing costs were $273,000 in the 2001 fourth quarter.
  
  Research and development expenses were $2.2 million for the 2001 fourth quarter,
  compared with $4.7 million in the 2000 fourth quarter when the Company was
  completing patient enrollment in the Essure U.S. pivotal study. Selling, general
  and administrative expenses were $3.1 million in the fourth quarter, up from
  $1.8 million in the prior year's fourth quarter. The increase was related to
  sales and marketing activities as the Company recorded its third consecutive
  quarter of commercial sales of Essure in Australia, and began sales preparation
  activities in certain European countries and in Canada.
  
  For the twelve months ended December 31, 2001, the Company posted a net loss of
  $18.1 million, or $1.33 per share, compared with a net loss of $14.5 million, or
  $1.37 per share, for 2000. The Company incurred lower research and development
  expenses during 2001, which were more than offset by increased selling, general
  and administrative expenses, and cost of sales and start-up manufacturing costs.
  The narrowing in loss per share is due to a larger number of shares outstanding
  owing to two equity financings during 2001.
  
  Cash, cash equivalents and short-term investments were $33.8 million as of
  December 31, 2001, compared with $12.5 million as of December 31, 2000. During
  the fourth quarter of 2001, the Company completed a private placement of 2.3
  million shares, raising gross proceeds of $30.8 million.
  
                                          2
  "The past year was a remarkable one for Conceptus, filled with many `firsts' as
  we laid the foundation for continued achievements and success for 2002 and
  beyond, all in efforts to bring the Essure product to the worldwide market,"
  commented Steven Bacich, chief executive officer.
  
  "Clearly the most important achievement has been the progress we have made on
  our U.S. regulatory pathway. Our first PMA module has been accepted and closed
  by the FDA and the second module was submitted earlier this month. Our final PMA
  is on track for submission by the end of the second quarter 2002. As a result,
  we are actively preparing for our expected upcoming launch in the U.S. with
  continued strong clinical data being reported in our clinical trials. To date,
  there have been no pregnancies reported in the Phase II and Pivotal studies of
  Essure, in which over 640 women have relied exclusively on the Essure device to
  prevent pregnancy, with over 100 of these women having relied on Essure for over
  two years. Although no method of contraception is expected to be 100% effective,
  data from these clinical studies amount to over 750 woman-years of effectiveness
  without a reported pregnancy. In addition, 99% of women followed to date
  continue to rate their satisfaction with Essure as `good to excellent.'"
  
  "Last year, we made a key decision to market Essure directly in Australia in
  order to test the marketing and clinical training programs we hope to employ in
  the much larger North American and European markets," stated Steve Bacich. "We
  have been able to fine-tune our direct-to-consumer promotion programs, which are
  already very successful in generating consumer awareness and interest in
  Australia. As a result, our Direct-to-Consumer (DTC) program in most countries
  will include a specialty call-center for consumers, staffed by healthcare
  professionals, which has been proven to be a valuable adjunct to consumer
  adoption of new prescription drugs and medical devices. We have also been able
  to streamline our well-regarded physician-training program based upon the
  feedback from Australian physicians. And the lessons learned about the
  importance of the general practitioner (GP) in Australia as a "gatekeeper" to
  the utilization of advanced gynecological procedures will be directly applicable
  to many markets around the globe," he added.
  
  In the last quarter, Conceptus employed a contract sales force to build
  awareness of Essure among Australian general practitioners. By the end of 2001,
  over 65% of GP's were aware of the Essure procedure and its benefits with a
  correspondingly high approval rating. In addition, after an initial focus on the
  private market, the Company has begun to market to public sector hospitals and
  expects to be active in ten large public hospitals in Australia over the next
  few months. Due to these efforts, several public hospitals in Australia have
  been awarded government grants for the express purpose of beginning an Essure
  Permanent Birth Control Program.
  
  Conceptus previously announced regulatory approvals to market Essure in Europe
  and Canada. Independent distributors, with a franchise in gynecology, have been
  employed in Canada and several European countries.
  
  "In Europe, we are off to a strong start," Bacich continued. "Our U.K. partner,
  who is exclusively distributing Essure, was the dominant supplier of
  sterilization products to the
  
                                          3
  gynecological market in the U.K. with a 98% market share. We are accelerating
  our training seminars as we continue to roll out Essure across Europe. In
  Canada, where we have just initiated our efforts, we are already noting high
  interest from physicians and patients motivated by media exposure."
  
  Commenting further, Mr. Bacich noted, "We have made a number of key executive
  hires this past year across certain departments of the Company. I am confident
  that these talented professionals will bring significant and immediate value to
  our company, and to women worldwide seeking an alternative to surgical tubal
  ligation."
  
  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
  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 average about 30 minutes for an Essure
  procedure and to return home about 45 minutes after the procedure is completed.
  92% of Essure patients who were employed returned to work in one day or less,
  excluding the day of the procedure. Reliance on Essure does not involve taking
  drugs or hormones.
  
  ABOUT CONCEPTUS
  
  Conceptus, Inc. is developing Essure, 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 to 800,000 surgical tubal ligations are
  performed each year in the United States.
  
  The Essure 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 such
  as strategic planning decisions by management, re-allocation of internal
  resources, performance of
  
                                          4
  independent distributors, delays by regulatory authorities, scientific advances
  by third parties, 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.
  
                             (Financial data to follow)
  
                                          5
  Conceptus, Inc.
                  Condensed Consolidated Statements of Operations
                      (In thousands, except per share amounts)
  Three Months Ended           Twelve Months Ended
                                                               December 31,                  December 31,
                                                       --------------------------     --------------------------
                                                          2001            2000           2001            2000
                                                       ---------         --------     ---------         --------
  Net sales                                            $     115         $     --     $     401         $     --
  
  Operating expenses:
    Cost of sales and start-up manufacturing costs           273               --         1,456               --
    Research and development                               2,165            4,709         7,983           10,739
    Selling, general and administrative                    3,145            1,773         9,776            5,012
                                                       ---------         --------     ---------         --------
  Total operating expenses                                 5,583            6,482        19,215           15,751
                                                       ---------         --------     ---------         --------
  Operating loss                                          (5,468)          (6,482)      (18,814)         (15,751)
  Recovery of legal defense costs                             --               73            --              586
  Interest and other income, net                             195              260           740              712
                                                       ---------         --------     ---------         --------
  Net loss                                             $  (5,273)        $ (6,149)    $ (18,074)        $(14,453)
                                                       =========         ========     =========         ========
  
  Basic and diluted net loss per share                 $   (0.34)        $  (0.53)    $   (1.33)        $  (1.37)
                                                       =========         ========     =========         ========
  
  Shares used in computing basic
    and diluted net loss per share                        15,443           11,681        13,561           10,559
                                                       =========         ========     =========         ========
  6
  Conceptus, Inc.
                        Condensed Consolidated Balance Sheets
                                   (In thousands)
  December 31,
                                                       --------------------------
                                                          2001            2000
                                                       ---------         --------
                                                           *                 *
  Cash, cash equivalents and short-term investments    $  33,803         $ 12,493
  Account receivable                                         247               --
  Inventories                                              1,134               67
  Other current assets                                       556               59
                                                       ---------         --------
  Total current assets                                    35,740           12,619
  Property and equipment, net                              1,658            1,153
  Other assets                                               380              334
                                                       ---------         --------
  Total assets                                         $  37,778         $ 14,106
                                                       =========         ========
  Total liabilities                                    $   4,603         $  4,147
                                                       ---------         --------
  Common stock                                           118,397           77,107
  Accumulated deficit                                    (85,222)         (67,148)
                                                       ---------         --------
  Stockholders' equity                                    33,175            9,959
                                                       ---------         --------
  Total liabilities and stockholders' equity           $  37,778         $ 14,106
                                                       =========         ========
  *  Derived from audited financial statements.
  
                                          7
  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:   February 28, 2002
  
                                          8