Attached files

file filename
EX-99.2 - SLIDES ACCOMPANYING FOURTH QUARTER 2010 EARNINGS CALL - CONCEPTUS INCdex992.htm
EX-99.1 - PRESS RELEASE - CONCEPTUS INCdex991.htm

 

 

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 24, 2011

 

 

CONCEPTUS, INC.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-27596   94-3170244

(State or other jurisdiction of

incorporation or organization)

 

(Commission

file number)

 

(I.R.S. employer

identification no.)

331 East Evelyn Avenue

Mountain View, CA 94041

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (650) 962-4000

 

 

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 24, 2011, the Registrant publicly disseminated a press release announcing certain financial results for the three and twelve months ended December 31, 2010. The foregoing description is qualified in its entirety by reference to the Registrant’s Press Release dated February 24, 2011, a copy of which is attached hereto as Exhibit 99.1.

The Registrant will present and discuss a slide deck during the previously announced investor conference call to discuss the Company’s results of operations for the three and twelve months ended December 31, 2010, a copy of which has been filed as Exhibit 99.2 to this Report and the content of which is incorporated herein by reference. See Item 7.01 of this Report.

The information in this Item 2.02, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

 

ITEM 7.01. REGULATION FD DISCLOSURE

In connection with the previously announced investor conference call to discuss the Registrant’s results of operations for the three and twelve months ended December 31, 2010, the Registrant will present and discuss a slide deck, a copy of which has been filed as Exhibit 99.2 to this Report and the content of which is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

Forward-Looking Statements. This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of those terms and other comparable terminology. These statements reflect only management’s current expectations. Important factors that could cause actual results to differ materially from the forward-looking statements we make or incorporate by reference in this report are set forth under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as may be updated from time to time by our future filings under the Securities Exchange Act. If one or more of these risks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 

Exhibit

No.

  

Description

99.1    Press Release dated February 24, 2011.
99.2    Slides Accompanying February 24, 2011 Fourth Quarter 2010 Earnings Call.

 

2


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/

  Gregory E. Lichtwardt
    Gregory E. Lichtwardt
   

Executive Vice President, Treasurer and

Chief Financial Officer

Dated: February 24, 2011

 

3