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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 
 Form 10-K/A
 [X]
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2003
or [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                to Commission File Number: 0-27596 CONCEPTUS, INC.  Delaware
(State or other jurisdiction of incorporation
or organization)
    
    94-3170244
(I.R.S. Employer Identification No.)
 1021 Howard Avenue
San Carlos, CA 94070
(Address of principal executive offices)
Registrants telephone number, including area code: (650) 628-4700      
 Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [  ] Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this
Form 10-K. [  ] Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [x] No [  ] The aggregate market value of the voting and non-voting stock held by
nonaffiliates of the Registrant based on the closing sale price of the
Registrants Common Stock on the Nasdaq National Market on June 30, 2003 was
approximately $146,150,602 as of such date. Shares of Common Stock held by each
officer and director and by each person who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. - 1 -




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TABLE OF CONTENTS  PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXEXHIBIT 10.30EXHIBIT 31.1EXHIBIT 32.1    Table of Contents  There were 24,933,859 shares of Registrants Common Stock issued and
outstanding as of February 27, 2004. DOCUMENTS INCORPORATED BY REFERENCE See Explanatory Note EXPLANATORY NOTE Conceptus, Inc. is filing this Amendment No. 1 on Form 10-K/A (the
Amendment) to amend its Annual Report on Form 10-K for the fiscal year ending
December 31, 2003, as filed with the Securities and Exchange Commission on
March 15, 2004 (the 10-K). The purpose of the Amendment is to amend and
restate Item 15 of Part IV in order to include new Exhibits 10.30, 31.1 and
32.1. Portions of the Proxy Statement for the Registrants 2004 Annual Meeting
of Stockholders were incorporated by reference in Part III of the 10-K. - 2 -




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PART IV 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are incorporated by reference from our Form 10-K
filed with the SEC on March 15, 2004:  (1)
    
    Report of Independent AuditorsConsolidated Balance Sheets at December 31, 2003 and 2002Consolidated Statements of Operations for the Years Ended December
31, 2003, 2002 and 2001Consolidated Statements of Stockholders Equity for the Years
Ended December 31, 2003, 2002 and 2001Consolidated Statements of Cash Flows for the Years Ended December
31, 2003, 2002 and 2001Notes to Consolidated Financial Statements(2)
    
    Financial Statement SchedulesThe following financial statement schedule of Conceptus, Inc. for
the years ended December 31, 2003, 2002, and 2001 was filed as
part of our Form 10-K filed with the SEC on March 15, 2004 and
should be read in conjunction with Conceptus, Inc.s Consolidated
Financial Statements.Schedule II  Valuation and Qualifying AccountsOther schedules have been omitted because the information required
to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.(3)
    
    Exhibits (numbered in accordance with Item 601 of Regulation
S-K) ExhibitNumber
    
    Description3.1 (1)
    
    Amended and Restated Certificate of Incorporation of Registrant.3.2 (2)
    
    Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Registrant.3.3 (1)
    
    Bylaws of Registrant.3.4 (19)
    
    Amendment to the Bylaws of the Registrant.10.1 (1)
    
    Form of Indemnification Agreement for directors and officers.10.2 (3)*
    
    Amended and Restated 1993 Stock Plan.10.3 (1)*
    
    1995 Employee Stock Purchase Plan.10.4 (4)*
    
    1995 Directors Stock Option Plan.10.5 (19)*
    
    Amended and Restated 2001 Equity Incentive Plan.10.6 (5)*
    
    Amended and Restated 2002 Non-Qualified Stock Option Plan.10.7 (6)*
    
    Form of Senior Management Change of Control Agreement.
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ExhibitNumber
    
    Description10.8 (6)*
    
    Change of Control Agreement dated as of May 13, 1997 by and between
Registrant and Kathryn A. Tunstall.10.9 (7)*
    
    Master Consulting Agreement with Florence Comite dated September 10, 1997.10.10 (8)
    
    Relocation bonus agreement dated April 25, 2002 between the Registrant
and Stan Van Gent.10.11 (8)
    
    Promissory note dated April 25, 2002 between the Registrant and Stan Van
Gent.10.12 (8)
    
    Promissory note dated May 22, 2002 between the Registrant and Stan Van
Gent.10.13 (1)
    
    Supplier Agreement dated March 29, 1995 between the Registrant and
Advanced Cardiovascular Systems, Inc.10.14 (1)
    
    License Agreement dated December 28, 1992 between the Registrant and
Target Therapeutics Inc.10.15 (9)
    
    Lease agreement dated November 14, 2000 with Dani Investment Partners.10.16 (15)
    
    Offer and Acceptance of Lease Extension with Dani Investment Partners
dated September 12, 2003.10.17 (10)
    
    Lease Agreement with Three Sisters Ranch Enterprises dated April 15, 1997.10.18 (5)
    
    First Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.19 (5)
    
    Second Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.20 (5)
    
    Third Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.21 (11)
    
    Fourth Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.22 (15)
    
    Fifth Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.23 (14)
    
    Preferred Shares Rights Agreement, dated as of February 27, 1997, between
the Registrant and ChaseMellon Shareholder Services, L.L.C., including
the Certificate of Designation of Rights, Preferences and Privileges of
Series A Participating Preferred Stock, the form of Rights Certificate
and the Summary of Rights attached thereto as Exhibits A, B and C,
respectively.10.24 (16)
    
    Exclusive U.S. Co-Promotion Agreement, dated as of October 30, 2003, by
and between the Registrant and Gynecare Worldwide Division of Ethicon,
Inc.10.25 (17)
    
    Share Purchase and Call Option Agreement, dated as of January 17, 2004,
by and between Mr. Yves Guillemain dEchon et al. and the Registrant.10.26 (19)
    
    Contract Manufacturing Agreement, dated as of June 20, 2003, between the
Registrant and Venusa, Ltd.10.27 (18)*
    
    Letter Agreement by and between the Company and Mark M. Sieczkarek, dated
April 15, 2003.10.28 (15)*
    
    Amended Letter Agreement by and between the Company and Mark Sieczkarek,
dated July 25, 2003.10.29 (19)*
    
    Letter Agreement by and between the Company and Gregory E. Lichtwardt
dated November 12, 2003.10.30
    
    Patent litigation settlement agreement by and between the Company and
Ovion Inc. dated October 23, 2003.14.1 (19)
    
    Code of Ethics.23.1 **
    
    Consent of Independent Accountants.24.1 **
    
    Power of Attorney
  - 4 -




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31.1
    
    Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  *
    
    Management contract or compensatory plan or arrangement.**
    
    Previously filed with the Registrants Annual Report on Form
10-K filed with the Securities and Exchange Committee on March 15,
2004.+
    
    Confidential treatment has been requested with respect to
certain portions of this Exhibit by order from the Securities and
Exchange Commission or requested.(1)
    
    Incorporated by reference to the Registrants Registration
Statement on Form SB-2, as amended (File No 33-99890-LA), which
became effective on February 1, 1996.(2)
    
    Incorporated by reference to the Registrants Registration
Statement on Form S-3 (File No 333-89266) filed on June 4, 2002.(3)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000.(4)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 1995.(5)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2002.(6)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.(7)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2001.(8)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002.(9)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2000.(10)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended April 30, 1997.(11)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2001.(12)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 1998.(13)
    
    Incorporated by reference to Exhibit 2.1 of the Registrants
Report on Form 8-K filed on December 10, 1996.(14)
    
    Incorporated by reference to Exhibit 1 filed in response to
Item 2 of the Registrants Report on Form 8-K filed on February 28,
1997.(15)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003.(16)
    
    Incorporated by reference to Exhibit 1 of the Registrants
Report on Form 8-K filed on March 1, 2004 - 5 -




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(17)
    
    Incorporated by reference to Exhibit 2 of the Registrants
Report on Form 8-K filed on March 1, 2004(18)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003.(19)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K filed with the Securities and Exchange Committee on
March 15, 2004.  (b)
    
    Reports on Form 8-K (1) On October 24, 2003, the Company filed a current report on Form 8-K
under Item 5 (Other Events) reporting that it had issued a press
release announcing that the Company and Ovion, Inc. have arrived at an
agreement to settle their ongoing patent infringement litigation matters. (2) On October 30, 2003, the Company filed a current report on Form 8-K
under Item 5 (Other Events) reporting that it had issued a press
release announcing certain financial results for the financial quarter
ended September 30, 2003. (3) On November 4, 2003, the Company filed a current report on Form 8-K
under Item 5 (Other Events) reporting that it had issued a press
release announcing that the Company signed an exclusive U.S. co-promotion
agreement with GYNECARE Worldwide division of ETHICON, INC., involving
Conceptus Essure non-incisional permanent birth control procedure and
the GYNECARE THERMACHOICE* Uterine Balloon Therapy System, a treatment
for menorrhagia (heavy menstrual bleeding) in pre-menopausal women. (4) On November 21, 2003, the Company filed a current report on Form 8-K
under Item 5 (Other Events) reporting that it had issued a press
release announcing the appointment of Gregory E. Lichtwardt, to the
position of executive vice president, treasurer and chief financial
officer. (5) On December 15, 2003, the Company filed a current report on Form 8-K
under Item 5 (Other Events) reporting that it had issued a press
release commenting on the outlook for Company financial and operational
performance during 2004. - 6 -




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of San
Carlos, California on this 30th day of April 2004. CONCEPTUS, INC.By: /s/ Mark M. SieczkarekMark M. Sieczkarek,President and Chief Executive Officer
 - 7 -




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EXHIBIT INDEX ExhibitNumber
    
    Description3.1 (1)
    
    Amended and Restated Certificate of Incorporation of Registrant.3.2 (2)
    
    Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Registrant.3.3 (1)
    
    Bylaws of Registrant.3.4 (19)
    
    Amendment to the Bylaws of the Registrant.10.1 (1)
    
    Form of Indemnification Agreement for directors and officers.10.2 (3)*
    
    Amended and Restated 1993 Stock Plan.10.3 (1)*
    
    1995 Employee Stock Purchase Plan.10.4 (4)*
    
    1995 Directors Stock Option Plan.10.5 (19)*
    
    Amended and Restated 2001 Equity Incentive Plan.10.6 (5)*
    
    Amended and Restated 2002 Non-Qualified Stock Option Plan.10.7 (6)*
    
    Form of Senior Management Change of Control Agreement.
 - 8 -




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ExhibitNumber
    
    Description10.8 (6)*
    
    Change of Control Agreement dated as of May 13, 1997 by and between
Registrant and Kathryn A. Tunstall.10.9 (7)*
    
    Master Consulting Agreement with Florence Comite dated September 10, 1997.10.10 (8)
    
    Relocation bonus agreement dated April 25, 2002 between the Registrant
and Stan Van Gent.10.11 (8)
    
    Promissory note dated April 25, 2002 between the Registrant and Stan Van
Gent.10.12 (8)
    
    Promissory note dated May 22, 2002 between the Registrant and Stan Van
Gent.10.13 (1)
    
    Supplier Agreement dated March 29, 1995 between the Registrant and
Advanced Cardiovascular Systems, Inc.10.14 (1)
    
    License Agreement dated December 28, 1992 between the Registrant and
Target Therapeutics Inc.10.15 (9)
    
    Lease agreement dated November 14, 2000 with Dani Investment Partners.10.16 (15)
    
    Offer and Acceptance of Lease Extension with Dani Investment Partners
dated September 12, 2003.10.17 (10)
    
    Lease Agreement with Three Sisters Ranch Enterprises dated April 15, 1997.10.18 (5)
    
    First Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.19 (5)
    
    Second Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.20 (5)
    
    Third Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.21 (11)
    
    Fourth Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.22 (15)
    
    Fifth Amendment to Lease Agreement with Three Sisters Ranch Enterprises.10.23 (14)
    
    Preferred Shares Rights Agreement, dated as of February 27, 1997, between
the Registrant and ChaseMellon Shareholder Services, L.L.C., including
the Certificate of Designation of Rights, Preferences and Privileges of
Series A Participating Preferred Stock, the form of Rights Certificate
and the Summary of Rights attached thereto as Exhibits A, B and C,
respectively.10.24 (16)
    
    Exclusive U.S. Co-Promotion Agreement, dated as of October 30, 2003, by
and between the Registrant and Gynecare Worldwide Division of Ethicon,
Inc.10.25 (17)
    
    Share Purchase and Call Option Agreement, dated as of January 17, 2004,
by and between Mr. Yves Guillemain dEchon et al. and the Registrant.10.26 (19)
    
    Contract Manufacturing Agreement, dated as of June 20, 2003, between the
Registrant and Venusa, Ltd.10.27 (18)*
    
    Letter Agreement by and between the Company and Mark M. Sieczkarek, dated
April 15, 2003.10.28 (15)*
    
    Amended Letter Agreement by and between the Company and Mark Sieczkarek,
dated July 25, 2003.10.29 (19)*
    
    Letter Agreement by and between the Company and Gregory E. Lichtwardt
dated November 12, 2003.10.30
    
    Patent litigation settlement agreement by and between the Company and
Ovion Inc. dated October 23, 2003.14.1 (19)
    
    Code of Ethics.23.1 **
    
    Consent of Independent Accountants.24.1 **
    
    Power of Attorney
  - 9 -




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31.1
    
    Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   *
    
    Management contract or compensatory plan or arrangement.**
    
    Previously filed with the Registrants Annual Report on Form
10-K filed with the Securities and Exchange Committee on March 15,
2004.+
    
    Confidential treatment has been requested with respect to
certain portions of this Exhibit by order from the Securities and
Exchange Commission or requested.(1)
    
    Incorporated by reference to the Registrants Registration
Statement on Form SB-2, as amended (File No 33-99890-LA), which
became effective on February 1, 1996.(2)
    
    Incorporated by reference to the Registrants Registration
Statement on Form S-3 (File No 333-89266) filed on June 4, 2002.(3)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000.(4)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 1995.(5)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2002.(6)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.(7)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2001.(8)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002.(9)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2000.(10)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended April 30, 1997.(11)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2001.(12)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K for the year ended December 31, 1998.(13)
    
    Incorporated by reference to Exhibit 2.1 of the Registrants
Report on Form 8-K filed on December 10, 1996.(14)
    
    Incorporated by reference to Exhibit 1 filed in response to
Item 2 of the Registrants Report on Form 8-K filed on February 28,
1997.(15)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003.(16)
    
    Incorporated by reference to Exhibit 1 of the Registrants
Report on Form 8-K filed on March 1, 2004 - 10 -




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(17)
    
    Incorporated by reference to Exhibit 2 of the Registrants
Report on Form 8-K filed on March 1, 2004(18)
    
    Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003.(19)
    
    Incorporated by reference to the Registrants Annual Report
on Form 10-K filed with the Securities and Exchange Committee on
March 15, 2004. - 11 -