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                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                 SCHEDULE 14D-9
 
                     SOLICITATION/RECOMMENDATION STATEMENT
      PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
 
                               CIRCON CORPORATION
                           (Name of Subject Company)
 
                               CIRCON CORPORATION
                      (Name of Person(s) Filing Statement)
 
                          COMMON STOCK, $.01 PAR VALUE
                         (Title of Class of Securities)
 
                                  172736 10 0
                     (CUSIP Number of Class of Securities)
 
                            ------------------------
 
                               GEORGE A. CLOUTIER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CIRCON CORPORATION
                             6500 HOLLISTER AVENUE
                        SANTA BARBARA, CALIFORNIA 93117
                                 (805) 685-5100
 
      (Name, address and telephone number of person authorized to receive
        notice and communications on behalf of person filing statement)
 
                                    COPY TO:
 
                              ROBERT B. JACK, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (650) 493-9300
 
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ITEM 1. SECURITY AND SUBJECT COMPANY
 
    The name of the subject company is Circon Corporation, a Delaware
corporation (the "Company" or "Circon"), and the address of the principal
executive offices of the Company is 6500 Hollister Avenue, Santa Barbara,
California 93117. The title and the class of equity securities to which this
statement relates is the Company's common stock, par value $.01 per share
(including the associated preferred stock purchase rights issued pursuant to the
Rights Agreement, as defined below) (the "Rights," and, together with the Common
Stock, the "Shares").
 
ITEM 2. TENDER OFFER OF THE BIDDER
 
    This statement relates to the tender offer (the "Offer") disclosed in a
Schedule 14D-1, dated November 30, 1998 (the "Schedule 14D-1"), filed with the
Securities and Exchange Commission (the "SEC") by Maxxim Medical, Inc., a Texas
corporation ("Maxxim"), Maxxim Medical, Inc., a Delaware corporation ("Parent")
and a wholly-owned subsidiary of Maxxim, and MMI Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Parent
relating to an offer by Purchaser to purchase all outstanding Shares at a price
of $15.00 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase and the related Letter of Transmittal (which together, as they may be
amended and supplemented from time to time, constitute the "Offer"). The
principal executive offices of each of Maxxim, Parent and the Purchaser are
located at 10300 49th Street North, Clearwater, Florida 33762.
 
    The Offer is being made pursuant to an Agreement and Plan of Merger dated as
of November 21, 1998 (the "Merger Agreement") among the Company, Parent and the
Purchaser. A copy of the Merger Agreement is filed as Exhibit 3.1 to this
Schedule 14D-9 and is hereby incorporated by reference. The Merger Agreement
provides, among other things, that as soon as practicable after the purchase of
all tendered Shares pursuant to the Offer, and the satisfaction of the other
conditions set forth in the Merger Agreement and in accordance with the relevant
provisions of the General Corporation Law of the State of Delaware ("Delaware
Law" or the "DGCL"), Purchaser will be merged into the Company (the "Merger").
Following consummation of the Merger, the Company will be a wholly owned
subsidiary of Parent. At the effective time of the Merger (the "Effective
Time"), each Share then issued and outstanding immediately prior to the
Effective Time (other than Shares held by Circon or by any subsidiary of Circon,
or owned by Maxxim, Parent, Purchaser or any other subsidiary of Maxxim or
Shares held by stockholders who shall have demanded and perfected appraisal
rights under Delaware Law) will be canceled and converted into the right to
receive the price per Share paid pursuant to the Offer in cash, without interest
(the "Merger Consideration"). The Merger Agreement is summarized in Item 3 of
this Schedule 14D-9.
 
ITEM 3. IDENTITY AND BACKGROUND
 
    (a) The name and business address of the Company, which is the entity filing
this statement, are set forth in Item 1 above.
 
    (b) Except as described herein, or in the Information Statement of the
Company attached to this Schedule 14D-9 as Annex B (which is hereby incorporated
by reference), to the knowledge of the Company, as of the date hereof, there are
no material contracts, agreements, arrangements or understandings, or any actual
or potential conflicts of interest between the Company or its affiliates and (i)
the Company's executive officers, directors or affiliates or (ii) Maxxim,
Parent, Purchaser or their respective executive officers, directors or
affiliates.
 
THE MERGER AGREEMENT
 
    On November 21, 1998, Parent, Purchaser and Circon entered into the Merger
Agreement. The Merger Agreement provides for Purchaser to make the Offer, upon
the terms and subject to the Offer conditions set forth in the Merger Agreement,
and further provides for the Merger to occur as soon as practicable after the
purchase of the tendered Shares and the satisfaction of the conditions to the
Merger set forth in the Merger Agreement.
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    The following summary of certain provisions of the Merger Agreement is not a
complete description of its terms and conditions and is qualified in its
entirety by reference to the full text filed as an exhibit to this Schedule
14D-9, which is incorporated by reference. As used in the following summary,
capitalized terms used but not defined herein have the meanings set forth in the
Merger Agreement.
 
    CONDITIONS OF THE OFFER.  Purchaser is not required to accept for payment
or, subject to any applicable rules and regulations of the SEC, to pay for any
Shares tendered pursuant to the Offer and may amend or terminate the Offer,
consistent with the terms of the Merger Agreement, unless (i) there shall have
been validly tendered and not withdrawn prior to the expiration of the Offer
such number of Shares that would constitute at least a majority of the
outstanding Shares, determined on a fully diluted basis (the "Minimum
Condition"), and (ii) any waiting period under the HSR Act applicable to the
purchase of Shares pursuant to the Offer shall have expired or been terminated;
or if, upon the scheduled expiration date of the Offer and before the acceptance
of such Shares for payment or the payment therefor, any of the following
conditions exists which, in the reasonable judgment of Parent or Purchaser, in
its sole discretion, make it inadvisable to proceed with such acceptance of
Shares for payment or the payment therefor:
 
        (a) there shall be instituted or pending by any Governmental Entity any
    suit, action or proceeding challenging the acquisition of any Shares under
    the Offer, seeking to restrain or prohibit the making or consummation of the
    Offer or the Merger, seeking in any of various ways described in the Merger
    Agreement to deprive Parent of the benefits of acquiring Circon or seeking
    damages that could have a material adverse effect on Circon;
 
        (b) there shall be any statute, rule, regulation, judgment, order or
    injunction enacted, entered, enforced, promulgated or deemed applicable to
    the Offer or the Merger, by any Governmental Entity or court, other than the
    application to the Offer or the Merger of applicable waiting periods under
    the HSR Act, that would result in any of the consequences referred to in
    paragraph (a) above;
 
        (c) the Merger Agreement shall have been terminated in accordance with
    its terms;
 
        (d) (i) the Board of Directors of the Company shall have withdrawn or
    modified its approval or recommendation of the Offer or the Merger, or
    approved or recommended any Takeover Proposal by another person or group,
    (ii) the Company shall have entered into any agreement with respect to any
    such Takeover Proposal, or (iii) the Board of Directors of the Company shall
    have resolved to take any of the foregoing actions;
 
        (e) in the event any of the material representations and warranties of
    the Company set forth in the Merger Agreement shall not be true and correct
    in any material respect, at the date of the Merger Agreement, or if the
    Company shall have failed to perform in any material respect any obligation
    or to comply in any material respect with any agreement or covenant of the
    Company to be performed or complied with by it under the Merger Agreement;
 
        (f) there shall have occurred (1) any general suspension of trading in,
    or limitation on prices for, securities on the New York Stock Exchange for a
    period in excess of three hours (excluding suspensions or limitations
    resulting solely from physical damage or interference with such exchanges
    not related to marked conditions), (2) a declaration of a banking moratorium
    or any suspension of payments in respect to banks in the United States
    (whether or not mandatory) by any Governmental Entity, (3) any limitation or
    proposed limitation (whether or not mandatory) by any United Stated
    governmental authority or agency that has a material adverse effect
    generally on the extension of credit by banks or other financial
    institutions, (4) any change in general financial, bank or capital market
    conditions such that banks are unwilling to extend credit to borrowers
    similar to Parent generally or (5) any decline in either the Dow Jones
    Industrial Average or the Standard & Poor's Index of 500 Industrial
    Companies in excess of 20% from the close of business on November 21, 1998;
 
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        (g) there shall have occurred any events or changes which constitute or
    which are reasonably likely to constitute, individually or in the aggregate,
    a material adverse change in the condition of the Company (financial or
    otherwise);
 
        (h) (i) a tender offer for any securities of the Company shall have been
    commenced or publicly proposed to be made by another person, (ii) any person
    or group, other than Parent and Purchaser and other than any person or group
    which prior to the date hereof has publicly disclosed beneficial ownership
    of 10% or more of the outstanding voting securities of the Company (a
    "Significant Shareholder"), shall have acquired directly or indirectly
    beneficial ownership of 10% or more of the outstanding voting securities of
    the Company, including through the formation of a group, or otherwise, or
    (iii) any Significant Shareholder or group that together would constitute a
    Significant Shareholder shall have beneficially acquired additional voting
    securities of the Company, representing 2% or more of the outstanding voting
    securities of the Company; provided that in Parent's reasonable judgment any
    such event described in clause (ii) or (iii) makes the successful completion
    of the Offer unlikely or materially more burdensome to Parent or Purchaser.
 
    NO SOLICITATION.  Pursuant to the Merger Agreement, the Company has agreed
that it shall not, nor shall it permit any of its subsidiaries to, nor shall it
authorize or permit any of its officers, directors or employees or any
investment banker, financial advisor, attorney, accountant or other
representative or agent retained by it or any subsidiary to, directly or
indirectly, (i) solicit, initiate or encourage the submission of any Takeover
Proposal (as defined below), (ii) participate in any discussions or negotiations
regarding, or furnish to any person any nonpublic information with respect to,
or take any other action designed or reasonably likely to facilitate any
inquiries or the making of any proposal that constitutes, or may reasonably be
expected to lead to, a Takeover Proposal, or (iii) except as specifically
provided in the applicable provisions of the Merger Agreement and provided that
the Company shall have first complied with all its obligations under the
provisions relating to termination fees and expenses, enter into any agreement
with respect to any Takeover Proposal or approve or resolve to approve any
Takeover Proposal. Upon execution of the Merger Agreement, the Company agreed to
cease any then existing activities, discussions or negotiations with any parties
conducted with respect to any of the foregoing. Notwithstanding the foregoing,
the Merger Agreement provides that if, at any time prior to the acceptance for
payment of Shares pursuant to the Offer, the Company Board determines in good
faith after consultation with outside counsel, that such action may reasonably
be required to discharge the Company Board's fiduciary duties to the Company's
stockholders under applicable law, the Company may, in response to an
unsolicited Takeover Proposal which constitutes a Superior Proposal (as defined
below) made subsequent to the date of the Merger Agreement, and subject to
compliance with the applicable provisions of the Merger Agreement, (x) furnish
information with respect to the Company to any person that has submitted a
Takeover Proposal that constitutes a Superior Proposal pursuant to a customary
confidentiality agreement in form and substance reasonably satisfactory to
Parent and (y) participate in discussions and negotiations regarding such
Takeover Proposal which constitutes a Superior Proposal. Pursuant to the Merger
Agreement, any violation of the restrictions set forth in the preceding sentence
by any director or officer of the Company or any subsidiary or any investment
banker, financial advisor, attorney, accountant or other representative or agent
of the Company or any subsidiary will be deemed to be a breach of the Merger
Agreement by the Company. The term "Takeover Proposal" means any proposal or
offer from any person, in each case, in writing, relating to any direct or
indirect acquisition or purchase of a substantial amount of assets of the
Company and its subsidiaries, taken as a whole (other than the purchase of the
Company's products in the ordinary course of business), or more than a 30%
interest in the total voting securities of the Company or any tender offer or
exchange offer that if consummated would result in any person beneficially
owning 30% or more of any class of equity securities of the Company or any
merger, consolidation, business combination, sale of substantially all assets,
recapitalization, liquidation, dissolution or similar transaction involving the
Company other than the transactions contemplated by the Merger Agreement.
 
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    Pursuant to the Merger Agreement, except as set forth in this paragraph,
neither the Company Board nor any committee thereof shall (i) withdraw or
modify, or propose to withdraw or modify, in a manner adverse to Parent the
approval or recommendation by such Board of Directors or such committee of the
Offer, the Merger or the Merger Agreement, (ii) approve or recommend, or propose
publicly to approve or recommend, any Takeover Proposal, (iii) cause the Company
to enter into any letter of intent, agreement in principle, acquisition
agreement or other similar agreement (each, an "Acquisition Agreement") related
to any Takeover Proposal or (iv) resolve to take any of the foregoing actions.
Notwithstanding the foregoing, in the event that, prior to the acceptance for
payment of Shares pursuant to the Offer, the Company Board determines in good
faith, after consultation with outside counsel, that such action may reasonably
be required to discharge the Company Board's fiduciary duties to the Company's
stockholders under applicable law, the Company Board may, in response to an
unsolicited Superior Proposal (subject to the following proviso), (x) withdraw
or modify its approval or recommendation of the Offer, the Merger or the Merger
Agreement or (y) approve or recommend any such Superior Proposal; provided, that
in the case of clause (y), such approval or recommendation shall occur only at a
time that is after the later of (i) the fifth business day following Parent's
receipt of written notice advising Parent that the Company Board has received a
Superior Proposal, specifying the material terms of such Superior Proposal and
identifying the person making such Superior Proposal and (ii) in the event of
any amendment to the price or any material term of a Superior Proposal, three
business days following Parent's receipt of written notice containing the
material terms of such amendment, including any change in price (it being
understood that each further amendment to the price or any material terms of a
Superior Proposal shall necessitate an additional written notice to Parent and
additional three business day period prior to which the Company can take the
actions set forth in clause (y) above). All notices referred to in the prior
sentence shall include a copy of any such Takeover Proposal or Superior
Proposal. The term "Superior Proposal" means any bona fide Takeover Proposal
made by a third party (i) that is on terms which the Company Board determines in
its good faith judgment (based on the written opinion of the Company's financial
advisors as to the financial terms of such Superior Proposal and after
consultation with the Company's legal advisors) to be more favorable to the
Company's stockholders than the Offer and the Merger and (ii) for which
financing, to the extent required, is available pursuant to definitive
agreements with respect thereto.
 
    The Merger Agreement further provides that in addition to the obligations of
the Company set forth in the preceding two paragraphs, the Company will promptly
advise Parent orally and in writing of any request for nonpublic information
(except requests not of a transactional or financial nature by companies with
established commercial relationships with the Company, made in the ordinary
course of business and not in connection with a possible Takeover Proposal) or
of any Takeover Proposal, the material terms and conditions of such request or
Takeover Proposal and the identity of the person making such request or Takeover
Proposal. The Company will promptly inform Parent of any material change in the
details (including amendments or proposed amendments) of any such request or
Takeover Proposal.
 
    TERMINATION.  The Merger Agreement may be terminated at any time prior to
the Effective Time, whether before or after approval of the terms of the Merger
Agreement by the stockholders of the Company:
 
        (a) by mutual written consent of Parent and the Company;
 
        (b) by either Parent or the Company:
 
        (i) if (x) Purchaser shall not have accepted for payment any Shares
            pursuant to the Offer prior to February 26, 1999 (the "Deadline
            Condition") as a result of the failure, occurrence or existence of
            any of the Conditions of the Offer set forth above or (y) the Offer
            shall have terminated or expired in accordance with its terms
            without Purchaser having accepted for payment any Shares pursuant to
            the Offer; provided, however, that the right to terminate the Merger
            Agreement pursuant to this paragraph is not available to any party
            whose failure to
 
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            perform any of its obligations under the Merger Agreement results in
            the failure of the satisfaction of any such conditions; provided,
            that if the Offer is extended, as provided for in the Merger
            Agreement, to a date later than the date of the Deadline Condition,
            the date of the Deadline Condition shall automatically be extended
            to the first business day following the extended expiration date of
            the Offer;
 
        (ii) if any Governmental Entity (as defined in the Merger Agreement)
             shall have issued an order, decree or ruling or taken any other
             action permanently enjoining, restraining or otherwise prohibiting
             the acceptance for payment of, or payment for, Shares pursuant to
             the Offer or the Merger on the terms contemplated in the Merger
             Agreement, and such order, decree or ruling or other action shall
             have become final and nonappealable;
 
        (c) by Parent or Purchaser if, prior to the purchase of Shares pursuant
    to the Offer, any of the material representations and warranties of the
    Company set forth in the Merger Agreement shall not be true and correct in
    any material respect, as of the date of the Merger Agreement, or if the
    Company shall have failed to perform in any material respect any obligation
    or to comply in any material respect with any agreement or covenant of the
    Company to be performed or complied with by it under the Merger Agreement;
 
        (d) by Parent or Purchaser if either Parent or Purchaser is entitled to
    terminate the Offer as a result of the occurrence of any event described in
    paragraphs (d), (e), (f) or (g) under the heading Conditions of the Offer;
 
        (e) by the Company in connection with entering into a definitive
    agreement with respect to a Superior Proposal, in accordance with the
    provisions summarized under the heading "No Solicitation" above, provided
    that the Company has complied with all provisions thereof, including the
    notice provisions therein and that the Company has made the payments
    summarized under the heading "Termination Fee" below;
 
        (f) by the Company if, prior to the purchase of Shares pursuant to the
    Offer, any of the material representations and warranties of the Parent or
    Purchaser set forth in the Merger Agreement shall not be true and correct in
    any material respect, at the date of the Merger Agreement, or if the Parent
    or Purchaser shall have failed to perform in any material respect any
    obligation or to comply with in any material respect any agreement or
    covenant of Parent or Purchaser to be performed or complied with by them
    under the Merger Agreement; or
 
        (g) by Parent or Purchaser if (i) a tender offer for any securities of
    the Company shall have been commenced or publicly proposed to be made by
    another person (including the Company or its subsidiaries or affiliates),
    (ii) any person or group (as defined in Section 13(d)(3) of the Exchange
    Act), other than Parent and Purchaser and other than any person or group
    which prior to the date hereof has publicly disclosed beneficial ownership
    of 10% or more of the outstanding voting securities of the Company (a
    "Significant Shareholder") shall have acquired directly or indirectly
    beneficial ownership of 10% or more of the outstanding voting securities of
    the Company or any of its subsidiaries, whether through the acquisition of
    securities, the exercise of rights under options, warrants or similar
    instruments, the formation of a group, or otherwise, or (iii) any
    Significant Shareholder or group that together would constitute a
    Significant Shareholder shall have beneficially acquired additional voting
    securities of the Company, whether through the acquisition of securities,
    the exercise of rights under options, warrants or similar instruments, the
    formation of a group or otherwise, representing 2% or more of the
    outstanding voting securities of the Company; provided that in Parent's
    reasonable judgment any such event described in clause (ii) or (iii) makes
    the successful completion of the Offer unlikely or materially more
    burdensome to Parent or Purchaser.
 
    TERMINATION FEE.  Pursuant to the Merger Agreement the Company shall pay, or
cause to be paid, in same day funds to Parent the sum of (x) all of Parent's
reasonable out-of-pocket expenses incurred or to be
 
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incurred in connection with the Offer, the Merger or the Merger Agreement or the
preparation therefor, such amount not to exceed $3,000,000 (the "Expenses"), and
(y) $8,800,000 (the "Termination Fee") if (i) the Company terminates the Merger
Agreement pursuant to clause (e) under the heading "Termination" above, or (ii)
prior to termination of the Merger Agreement, a Takeover Proposal (whether or
not such Takeover Proposal constitutes a Superior Proposal) shall have been
received and within twelve months of such termination such proposal is
consummated or the Company enters into an agreement to consummate or approves or
recommends to its stockholders such proposal. The payment shall be made in the
case of a termination described in clause (i) immediately prior to termination
and in the case of a termination described in clause (ii) concurrently with the
earlier of any such recommendation or the consummation of any such transaction
by the Company. The Company shall pay, or cause to be paid, in same day funds to
Parent all of Parent's Expenses if Parent or Purchaser shall terminate the
Merger Agreement pursuant to clause (c) under the heading "Termination" above,
such payment to be made promptly upon such termination.
 
    REPRESENTATIONS AND WARRANTIES.  In the Merger Agreement, the Company has
made customary representations and warranties to Parent and Purchaser with
respect to, among other things, corporate organization, subsidiaries, capital
structure, options or other rights to acquire Shares, authority to enter into
the Merger Agreement, no conflicts between the Merger Agreement and applicable
laws and certain agreements to which the Company or its assets may be subject,
financial statements, filings with the SEC, disclosures to be made in the Proxy
Statement (as defined below) and tender offer documents, absence of certain
changes or events, litigation and investigation, absence of changes in benefit
plans, labor relations, ERISA compliance, tax matters, compliance with
applicable laws, intellectual property, material contracts, applicability of
state takeover statutes, absence of excess parachute payments, brokers' and
finders' fees, receipt of the Bear, Stearns & Co. Inc. opinion, the Stockholders
Rights Plan, products liability and insurance matters.
 
    In the Merger Agreement, each of Parent and Purchaser has made customary
representations and warranties to the Company with respect to, among other
things, corporate organization, authority to enter into the Merger Agreement, no
conflicts between the Merger Agreement and the certificate of incorporation and
by-laws of Parent and Purchaser, or laws applicable to Parent or Purchaser,
disclosures to be made in the Proxy Statement and tender offer documents,
interim operations of Purchaser, brokers' and finders' fees and financing.
 
    THE COMPANY BOARD.  The Merger Agreement provides that promptly upon the
acceptance for payment of, and payment for, Shares by Purchaser pursuant to the
Offer, Purchaser shall be entitled to designate such number of directors on the
Company Board as will give Purchaser a majority of such directors and the
Company shall, at such time, cause Purchaser's designees to be so elected;
provided, however, that in the event that Purchaser's designees are elected to
the Company Board, until the Effective Time such Board of Directors shall have
at least two directors who are directors of the Company on the date of the
Merger Agreement and who are not officers of the Company or any of its
subsidiaries (the "Independent Directors"). Purchaser has identified five
officers of Maxxim whom it may so designate to become directors of the Company
and its subsidiaries. These five persons are identified as "Purchaser Designees"
on page B-2 of the Information Statement attached as Annex B hereto.
 
    The Merger Agreement further provides that, notwithstanding the foregoing,
if the number of Independent Directors shall be reduced below two for any reason
whatsoever, the remaining Independent Director shall designate a person to fill
such vacancy who shall be deemed to be an Independent Director for purposes of
the Merger Agreement or, if no Independent Directors then remain, the other
directors of the Company on the date of the Merger Agreement shall designate two
persons to fill such vacancies who shall not be officers or affiliates of the
Company or any of its subsidiaries, or officers or affiliates of Parent or any
of its subsidiaries, and such persons shall be deemed to be Independent
Directors. The Company shall, if requested by the Parent, also cause directors
designated by the Parent to constitute at least a majority of (i) each committee
of the Company's Board, (ii) each board of directors (or similar body) of
 
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each subsidiary of the Company, and (iii) each committee (or similar body) of
each such board. Subject to applicable law, the Company shall take all action
requested by Parent necessary to effect any such election, including mailing the
Information Statement to its stockholders. In connection with the foregoing, the
Company will promptly, at the option of Parent, either increase the size of the
Company's Board, any subsidiary or any committee thereof and/or obtain the
resignation of such number of current directors or committee members as is
necessary to enable Purchaser's designees to be elected or appointed to, and to
constitute a majority of such boards and committees and as provided above.
 
    CONDITIONS TO THE MERGER.  The respective obligations of Parent and
Purchaser, on the one hand, and the Company, on the other hand, to effect the
Merger are subject to the satisfaction or waiver of each of the following
conditions: (i) the Merger Agreement shall have been approved and adopted by the
requisite vote of the holders of Shares, if required by applicable law, in order
to consummate the Merger; (ii) no statute, rule, regulation, order, decree,
temporary restraining order, preliminary or permanent injunction or other order
issued by any court of competent jurisdiction or other governmental entity or
other legal restraint or prohibition preventing consummation of the Merger shall
be in effect; provided, however, that each of the parties shall have used
reasonable efforts to prevent the entry of any such injunction or other order
and to appeal as promptly as possible any injunction or other order that may be
entered; and (iii) Purchaser shall have previously accepted for payment and paid
for Shares pursuant to the Offer.
 
    STOCKHOLDERS' MEETING.  If required by applicable law in order to consummate
the Merger, the Company, acting through the Company Board, shall (i) as promptly
as practicable following the expiration of the Offer, duly call, give notice of,
convene and hold a special meeting of its stockholders for the purposes of
obtaining approval of the Merger by an affirmative vote of the holders of a
majority of the Shares outstanding and the approval and adoption of the Merger
Agreement; and (ii) prepare, file with the SEC, and mail to its stockholders a
proxy or information statement relating to the Merger and the Merger Agreement
and (iii) use its reasonable best efforts to obtain the necessary approvals of
the Merger and the Merger Agreement by its stockholders. Parent has agreed to
vote, or cause to be voted, all of the Shares then owned by it, Purchaser or any
of its other subsidiaries in favor of the approval of the Merger and the
approval and adoption of the Merger Agreement.
 
    OPTIONS.  The Merger Agreement provides that immediately prior to the
Effective Time, each then outstanding Circon stock option ("Option"), whether or
not then vested or exercisable, shall, effective as of the commencement of the
Offer, become fully exercisable. Upon the commencement of the Offer, the Company
Board or an appropriate committee thereof shall provide notice to each employee
of the Company or its subsidiaries or a member of the Company Board (each, an
"Optionce"), that any Company Stock Option (as defined in the Merger Agreement)
not exercised within 15 days (10 days in the case of Company Stock Options
granted under the Company 1984 Directors Stock Option Plan) from the date of
such notice shall thereupon be cancelled. The notice may provide each Optionee
with an opportunity to avoid the tendering of the exercise price and receiving
in lieu thereof an amount per option share equal to the excess, if any, of the
Offer Price over the exercise price of the Option. Notwithstanding anything to
the contrary set forth in this paragraph, any such acceleration, exercise or
cancellation shall be conditioned upon the effectiveness of the Merger. The
Merger Agreement further provides that prior to the commencement of the Offer,
the Company shall (i) obtain any consents from holders of Company Stock Options
and (ii) amend the terms of its equity incentive plans or arrangements, in each
case as is necessary to give effect to the provisions described herein and to
ensure that at the Effective Time, no holder of any Company Stock Option shall
have the right to purchase or receive any Shares.
 
    STOCKHOLDERS RIGHTS PLAN.  Pursuant to the Merger Agreement, the Preferred
Shares Rights Agreement, dated as of August 14, 1996, between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights
Agreement" or the "Stockholders Rights Plan") has been amended (i) to render the
Rights Agreement inapplicable to the Offer, the Merger, the Merger Agreement and
the acquisition of Shares by Purchaser pursuant to the Offer, (ii) to ensure
that (y) none of Parent, Purchaser
 
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or any of their respective affiliates shall constitute an Acquiring Person (as
defined in the Rights Agreement) pursuant to the Rights Agreement by virtue of
the execution of the Merger Agreement, commencement and consummation of the
Offer, the acquisition of Shares by Purchaser pursuant to the Offer and the
consummation of the Merger and (z) a Distribution Date or a Shares Acquisition
Date (as such terms are defined in the Rights Agreement) does not occur by
reason of the Offer, the Merger, the execution of the Merger Agreement, the
acquisition of the Shares by Purchaser pursuant to the Offer, or the
consummation of the Merger and (iii) to provide that the Final Expiration Date
(as defined in the Rights Agreement) shall occur immediately prior to the
Effective Time. In the Merger Agreement, the Company has agreed that such
amendment will not be further amended by the Company without the prior consent
of Parent in its sole discretion.
 
    CONDUCT OF BUSINESS BY THE COMPANY.  The Merger Agreement provides that the
Company shall carry on its business in the ordinary course consistent with the
manner as currently conducted and use commercially reasonable efforts to (a)
preserve intact the current business organization, (b) keep available the
services of current officers and employees and (c) preserve relationships with
customers, suppliers, licensors, licensees, distributors and others having
business dealings with Circon. Without limiting the generality of the foregoing
the Company shall not, and shall not permit any of its subsidiaries to, without
Parent's prior written consent:
 
    (i) (x) declare, set aside or pay any dividends on, or make any other
        distributions (whether in cash, stock or property), in respect of any of
        its capital stock, (y) split, combine or reclassify any of its capital
        stock or issue or authorize the issuance of any other securities in
        respect of, in lieu of or in substitution for shares of its capital
        stock (other than the issuance of Shares upon the exercise of Options or
        Warrants outstanding on the date of the Merger Agreement and in
        accordance with their terms on the date of the Merger Agreement) or (z)
        purchase, redeem or otherwise acquire any shares of capital stock of the
        Company or any of its subsidiaries or any other securities thereof or
        any rights, warrants or options to acquire any such shares or other
        securities;
 
    (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its
         capital stock or any shares of capital stock of its subsidiaries, any
         other voting securities or any securities convertible into, or any
         rights, warrants or options to acquire, any such shares, voting
         securities or convertible securities (other than (y) pursuant to the
         Rights Agreement or (z) the issuance of Shares upon the exercise of
         Options or Warrants outstanding on the date of the Merger Agreement and
         in accordance with their present terms);
 
   (iii) amend its Certificate of Incorporation, By-Laws or other comparable
         charter or organizational documents or those of any of its
         subsidiaries;
 
    (iv) acquire or agree to acquire (including, without limitation, by merger,
         consolidation or acquisition of stock or assets) any business,
         including through the acquisition of any interest in any corporation,
         partnership, joint venture, association or other business organization
         or division thereof;
 
    (v) sell, lease, license, mortgage or otherwise encumber or otherwise
        dispose of any of its material properties or assets, other than in the
        ordinary course of business consistent with past practice;
 
    (vi) incur any indebtedness for borrowed money or guarantee any such
         indebtedness of another person, issue or sell any debt securities or
         warrants or other rights to acquire any debt securities of the Company
         or any of its subsidiaries, or guarantee any debt securities of another
         person, other than short-term bank financing in the ordinary course of
         business consistent with past practice; or make any loans, advances or
         capital contributions to, or investments in, any other person, other
         than in the ordinary course of business consistent with past practice
         and in any event not in excess, individually or in the aggregate, of
         $100,000;
 
                                       8
<PAGE>
   (vii) make or agree to make any material capital expenditure, individually or
         in the aggregate, in excess of $25,000.
 
  (viii) except as required to comply with applicable law (in which case the
         Company will notify Parent) (A) adopt, enter into, terminate or amend
         in any material respect any employment, severance or similar contract,
         collective bargaining agreement or Benefit Plan, (B) increase in any
         manner the compensation or fringe benefits of, or pay any bonus to, any
         director, officer or employee, (C) pay any benefit not provided for
         under any Benefit Plan or any other benefit plan or arrangement of the
         Company or its subsidiaries, (D) increase in any manner the severance
         or termination pay of any officer or employee, (E) grant any awards
         under any bonus, incentive, performance or other compensation plan or
         arrangement or Benefit Plan (including the grant of stock options,
         stock appreciation rights, stock based or stock related awards,
         performance units or restricted stock or the removal of existing
         restrictions in any Benefit Plans or agreements or awards made
         thereunder), (F) take any action to fund or in any other way secure the
         payment of compensation or benefits under any employee plan, agreement,
         contract or arrangement or Benefit Plan or (G) take any action to
         accelerate the vesting of, or cash out rights associated with, any
         Options or other benefits;
 
    (ix) enter into any agreement of a nature that would be required to be filed
         as an exhibit to Form 10-K under the Exchange Act;
 
    (x) except as required by Generally Accepted Accounting Principles, make any
        material change in accounting methods, principles or practices;
 
    (xi) make any tax election, make a claim for any tax refund or enter into
         any settlement or compromise with respect to any material tax
         liability;
 
   (xii) amend or terminate any material contract, or waive, release, assign or
         settle any material rights or claims;
 
  (xiii) hire or fire or agree to hire any officers;
 
   (xiv) take any action that may reasonably be expected to result in (i) any of
         the representations and warranties by the Company becoming untrue, (ii)
         any breach of the Company's covenants under the Merger Agreement or
         (iii) any of the conditions of the Offer not being satisfied; or
 
   (xv) authorize any of, or commit or agree to take any of, the foregoing
        actions.
 
    INDEMNIFICATION.  The Merger Agreement provides that from and after the
consummation of the Offer, Parent will, and will cause the Surviving Corporation
to, fulfill and honor in all respects the obligations of the Company pursuant to
(i) each indemnification agreement in effect at such time between the Company
and each person who is or was a director or officer of the Company at or prior
to the Effective Time and (ii) any indemnification provisions under the
Company's Certificate of Incorporation or By-laws as each is in effect on the
date of the Merger Agreement (the persons to be indemnified pursuant to the
agreements or provisions referred to in clauses (i) and (ii) of this sentence
shall be referred to as, collectively, the "Indemnified Parties"). In the event
of any such claim, action, suit, proceeding or investigation (whether arising
before or after the Effective Time), (i) any counsel retained by the Indemnified
Parties for any period after the Effective Time must be reasonably satisfactory
to the Surviving Corporation, (ii) after the Effective Time, the Surviving
Corporation shall pay the reasonable fees and expenses of such counsel;
provided, however, that the Surviving Corporation shall not be liable for any
settlement effected without its written consent (which consent shall not be
unreasonably withheld) and; provided, further, that the Indemnified Parties as a
group may retain only one law firm to represent them with respect to any single
action unless there is, under applicable standards of professional conduct, a
conflict on any significant issue between the positions of any two or more
Indemnified Parties. The Certificate of Incorporation and By-laws of the
Surviving Corporation shall contain the provisions with
 
                                       9
<PAGE>
respect to indemnification and exculpation from liability set forth in the
Company's Certificate of Incorporation and By-laws on the date of the Merger
Agreement, which provisions shall not be amended, repealed or otherwise modified
for a period of six years after the Effective Time in any manner that would
adversely affect the rights thereunder of any Indemnified Party.
 
    The Merger Agreement further provides that the foregoing indemnification
provisions shall survive the consummation of the Merger at the Effective Time,
are intended to be for the benefit of, and enforceable by, the Company, Parent,
the Surviving Corporation and each Indemnified Party and such Indemnified
Party's heirs and representatives, and shall be binding on all successors and
assigns of Parent and the Surviving Corporation.
 
MANAGEMENT RETENTION PLANS
 
    As a result of the Company's concern about the disruptive effects on the
Company's employees of the tender offer commenced by United States Surgical
Corporation and its subsidiary USS Acquisition Corp. in August 1996 (the "USS
Offer"), the Company retained the consulting firm of William M. Mercer,
Incorporated ("Mercer") to advise the Board of Directors of the Company (the
"Board") and to evaluate the possibility of implementing an employee retention
program. In accordance with a recommendation from the Board's Compensation
Committee, the Board authorized the Company to implement a management retention
plan for executive officers (the "Management Retention Plan"). The Board also
authorized the Company to implement similar plans for the Company's sales force,
and for managers, professionals and key contributors. The purpose of the plans
is to retain key employees of the Company during times of uncertainty, and to
keep such persons focused on their jobs and the business of the Company during
such times. Mercer assisted and advised the Board and its Compensation Committee
in formulating the terms of the plans. The following summary is qualified in its
entirety by reference to the full text of the Management Retention Plan, a copy
of which is filed as Exhibit 3.6 to this Schedule 14D-9 and is incorporated by
reference.
 
    Under the Management Retention Plan, executive officers are entitled to
certain "retention" payments for remaining with the Company through the date of
a "change in control" (as defined in the Management Retention Plan). The
executive officers are also entitled to certain additional "severance" payments
in the event they are terminated for any reason other than cause or are
constructively terminated within a 24 month period following a change in
control.
 
    All payments under the Management Retention Plan are calculated based on the
executive's annual base salary and target bonus for the year (the "Annual
Compensation"). The retention benefit is eight months of the executive's Annual
Compensation and the severance benefit is sixteen months of the executive's
Annual Compensation. The executive officers are also entitled to a prorated
portion of their target bonus for the year that the change in control occurs and
continuation of healthcare and related benefits for 24 months.
 
    The Management Retention Plan also provides for a non-compete agreement
which becomes effective only in the event that an executive is terminated within
24 months following a change in control. Under the terms of the non-compete
agreement, the executive agrees to not work for a principal competitor of the
company for a one year period from the executive's termination date and receives
as consideration therefor an amount equal to one half of the executive's Annual
Compensation payable in 12 equal increments over the one year term of the
non-compete agreement.
 
    In general, benefits and payments under the Management Retention Plan are
subject to reduction, if, in the opinion of the Company's independent
accountants, the golden parachute excise tax and non-deductibility provisions of
the Internal Revenue Code would otherwise be triggered. In such event, a
participant's benefits will be reduced to the largest amount that would not
trigger the golden parachute excise tax and non-deductibility provisions.
 
                                       10
<PAGE>
ACCELERATION OF STOCK OPTION VESTING
 
    In September 1997, the Board amended the Company's stock option plans,
including the stock option plans for directors, to provide that in the event of
a change of control (by merger or otherwise), each option then outstanding
would, in the event of the involuntary termination of services of the optionee
without cause or in the event of a constructive termination within 12 months
after such change of control, become fully exercisable as to all shares then
subject to the option, including the otherwise unvested portion. The Merger
Agreement provides for the acceleration of all outstanding stock options,
conditioned upon the consummation of the Merger, regardless of whether an
optionee's services are terminated. Each optionee will be afforded the
opportunity, in lieu of paying the exercise price for the optioned shares and
then receiving payment for the shares pursuant to the Merger, to receive for
each optioned share a payment equal to the excess of the Offer Price over the
exercise price, without the need for tendering payment for the exercise price.
All options will terminate if not exercised during a 10 or 15 day period
(depending on the option plan under which the option was issued) commencing on
the date of commencement of the Offer, but only if the Merger is consummated.
 
INDEMNITY AND LIMITATION OF LIABILITY
 
    The Company has indemnification agreements with its officers and directors
by which the Company provides such persons with the maximum indemnification
allowed under applicable law, with regard to any liability, claim, cost or
expense (including attorney fees) incurred by such persons by reason of any
action or inaction on their part while serving in such capacities, with certain
limitations and exceptions. A copy of the form of such indemnification agreement
is filed as Exhibit 3.5 to this statement and is incorporated by reference. The
agreements provide to the indemnitees the right, to the extent the Company
maintains liability insurance applicable to directors or officers, the right to
be covered by such insurance in such a manner as to provide the indemnitee the
same rights and benefits as are provided to the most favorably insured of the
Company's directors or officers, as the case may be. The agreements are binding
upon any successor to the Company, including any direct or indirect successor by
purchase, merger, consolidation or otherwise, which successor is required to
expressly assume and agree to perform the agreement to the same extent that the
Company would be required to perform it. The agreements continue in effect
regardless of whether the indemnitee continues to serve as a director or officer
of the Company.
 
    Subject to certain limitations, Article V of the Bylaws of the Company also
provides for indemnification of officers and directors of the Company. A copy of
Article V is filed as Exhibit 3.4 to this Schedule 14D-9 and is incorporated by
reference.
 
    The Merger Agreement obligates the Company, as the Surviving Company in the
Merger, to fulfill and honor after the consummation of the Offer its current
obligations under the indemnification agreements and the bylaws. See "The Merger
Agreement--Indemnification" above.
 
    In accordance with Delaware Law, Article Ninth of the Certificate of
Incorporation of the Company, as amended, eliminates the personal liability of a
director to the Company and its stockholders for monetary damages for breaches
of fiduciary duty as a director. Delaware Law prescribes certain limitations on
such exculpatory provisions. A copy of Article Ninth is filed as Exhibit 3.3 to
this Schedule 14D-9 and is incorporated by reference herein.
 
LIABILITY INSURANCE
 
    Each of the Company's directors and executive officers is insured against
liabilities incurred by them in connection with their service in such
capacities. The insurance policy provides aggregate coverage of $15,000,000 for
claims made during the effective period of the policy. Prior to a change of
control of the Company resulting from Purchaser's purchase of at least a
majority of the Shares pursuant to the Offer, the Company intends to purchase an
additional liability insurance policy for the directors and officers
 
                                       11
<PAGE>
extending the term of the coverage; however, the Merger Agreement prohibits any
expenditure in excess of $300,000 for this extended coverage (except with
Parent's prior written consent).
 
SEVERANCE PAYMENT TO FORMER PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN
 
    Richard A. Auhll, who had been the President, Chief Executive Officer and
Chairman of the Board of Circon since its founding, resigned as an executive
officer on October 19, 1998, but retained his seat on the Board and participated
in the Board's approval of the Merger Agreement on November 20, 1998. Mr. Auhll
ceased to be a director when his term expired on November 24, 1998. At the time
of Mr. Auhll's resignation, the Board agreed to pay him appropriate severance
based on consultation with independent consultants. On November 20, 1998, the
Board approved a severance payment to Mr. Auhll of $627,000 and agreed to
continue his group health insurance coverage for three years. On November 21,
1998, Mr. Auhll entered into an agreement with Circon providing for such payment
and benefits, as well as a mutual release and other normal severance terms. A
copy of the agreement is filed as Exhibit 3.7 to this Schedule 14D-9 and is
incorporated by reference. The amount of the payment and benefits was based on
the lower of two recommendations made by two independent consulting firms.
 
BONUS TO INTERIM PRESIDENT AND CHIEF EXECUTIVE OFFICER
 
    The Board appointed George A. Cloutier, a non-employee member of the Board,
to be the interim President and Chief Executive Officer following Mr. Auhll's
resignation. His agreed compensation was $25,000 per month and bonus to be
determined at the Board's discretion. The Board also granted Mr. Cloutier an
option to purchase 10,000 shares of Common Stock at $9.9375 per share, the
market price on the date of grant. At its meeting on November 20, 1998, at which
the Merger Agreement was approved, the Board determined the amount of Mr.
Cloutier's bonus to be $240,000, contingent upon the successful completion of
the Offer. Mr. Cloutier is not entitled to any benefits under the Management
Retention Plan.
 
OTHER MATERIAL 1998 TRANSACTIONS WITH CIRCON DIRECTORS AND EXECUTIVE OFFICERS
 
    The standard compensation and stock option grant policies for Circon Board
members, and the 1997 compensation and option grants to certain executive
officers, are described in the Information Statement attached as Annex B to this
Schedule 14D-9.
 
    Alain Oberrotman, who was elected to the Board on October 19, 1998, received
on that date an option to purchase 11,000 shares of Common Stock at $9.9375, the
market price on that day.
 
ITEM 4. THE SOLICITATION OR RECOMMENDATION
 
    (a) RECOMMENDATION OF THE BOARD OF DIRECTORS
 
    THE CIRCON BOARD HAS UNANIMOUSLY APPROVED THE OFFER AND THE MERGER AND
DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE
BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY AND UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES.
 
    (b) BACKGROUND OF THE OFFER; REASONS FOR THE RECOMMENDATION
 
BACKGROUND OF THE OFFER
 
    U.S. SURGICAL OFFER
 
    In August 1996, United States Surgical Corporation ("U.S. Surgical")
commenced a tender offer for all outstanding shares of Circon Common Stock at a
price of $18.00 per share (the "USS Offer"). The USS
 
                                       12
<PAGE>
Offer was made without prior negotiation or discussion with Circon. At the time
of the USS Offer, the market price of Circon shares had declined substantially
from a high price of $23.50 in December 1995, to a low price of $8.50 in July
1996, and a closing price of $12.125 on the trading day immediately preceding
the announcement of the USS Offer. Although the USS Offer represented a
substantial premium over the market price, the Circon Board believed that the
timing of the USS Offer was opportunistic and that the market price reflected
factors, including problems associated with Circon's acquisition of Cabot
Medical Corporation ("Cabot") in August 1995, that could be successfully
resolved, resulting in greater stockholder value, whether the Company were to
remain independent or be acquired at a future time.
 
    After consideration of the USS Offer and consultation with Circon's
financial and legal advisors, the Board determined that the USS Offer was
inadequate and not in the best interests of the Company and its stockholders. In
particular, the Board concluded that the Company's strategic plan provided the
potential for greater long-term benefits for the stockholders than the USS Offer
based on, among other things, opportunities for revenue and earnings growth,
expansion of the business, and cost savings and other benefits following the
full integration of the business of Cabot into the Company. Among the factors
considered was the opinion of Bear, Stearns & Co. Inc. ("Bear Stearns"), the
Company's financial advisor, that, as of the date of the opinion and based upon
the assumptions stated in the opinion, including the financial projections
provided by Circon, the $18.00 consideration in the USS Offer was inadequate
from a financial point of view to the Company's stockholders.
 
    Following the commencement of the USS Offer, the Board adopted the
Management Retention Plan (described above) and retention plans applicable to
other key employees. The Board also adopted a Stockholders Rights Plan (the
"Rights Plan"). Under the Rights Plan, in the event a person or group were to
acquire ownership of 15% or more of the Circon Common Stock, each other
stockholder would be entitled to purchase shares of Common Stock having a market
value equal to twice the cost of those shares to such stockholder. U.S. Surgical
and certain other stockholders initiated litigation claiming, among other
things, violations of fiduciary duty by the Board.
 
    During the remainder of 1996 and during 1997, Circon's business and
financial performance fell short of the objectives in the strategic plan and its
financial projections. Various changes were made to the strategic plan,
including substantial cost reduction measures. Earnings increased in 1997 from
the depressed levels of 1996, but failed to approach targeted levels. Revenues
were particularly disappointing, which the Company attributed in significant
part to an unexpectedly high turnover in the U.S. sales force related to
uncertainty concerning the USS Offer and to the actions taken at the 1997 Annual
Meeting of stockholders described below. Sales were also adversely affected by
the fact that the Company was unable to recruit a qualified national sales
manager to fill the vacancy in this key position that existed at the
commencement of the USS Offer. Foreign sales decreased, which the Company
attributed to the unsettling effect on foreign dealers from a possible takeover
by U.S. Surgical, the strength of the U.S. dollar which made the Company's
products less competitive in Europe, and delays in dealer orders pending ISO
certification of the Company's products, which did not occur until 1998.
 
    During 1997, the Company undertook to explore with certain medical products
companies the potential for a strategic commercial alliance or transaction.
Although some of these contacts provided encouraging indications of interest,
none ever progressed to an advanced stage of negotiations. In August 1997, the
Company also initiated an extensive cost-cutting program.
 
    U.S. Surgical in December 1996 decreased the price of the USS Offer from $18
to $17, stating that the reduction was in response to Circon's financial
performance. In June 1997, U.S. Surgical terminated the USS Offer and commenced
a new tender offer at $14.50 per share with the objective of increasing its
ownership of Circon shares from the 7.6% that it owned immediately before the
USS Offer to a percentage just below the 15% that would activate the Rights
Plan. This $14.50 tender offer was successfully completed. In August 1997, U.S.
Surgical commenced a new tender offer for all outstanding shares at $16.50 per
share (the "Final USS Offer").
 
                                       13
<PAGE>
    On August 15, 1997, the Board determined that the $16.50 Final USS Offer was
inadequate and not in the best interests of the Company and its stockholders. In
particular, the Board concluded that the best means for providing value to its
stockholders was for the Company to continue to pursue the strategic plan and
not to be put up for sale at that time. The Board believed that the Company's
disappointing financial performance could be substantially improved by various
actions being undertaken, including the comprehensive cost-cutting program, and
that the Company would be in a better position to negotiate with any potential
acquirer if it could demonstrate improved financial performance. Bear Stearns
provided its opinion to the Board that the Final USS Offer was inadequate, from
a financial point of view, to the Circon stockholders. The opinion was based in
large part on Bear Stearns' view as to the consideration that might be paid by a
strategic buyer for the entire Company in a negotiated transaction, taking into
account the synergies and cost savings that might be achieved by such a
transaction, and other relevant considerations. In rendering its opinion, Bear
Stearns stated that it had relied on, and assumed the accuracy and completeness
of, the financial information, including the financial projections, provided by
Circon to Bear Stearns.
 
    At the Annual Meeting of Circon stockholders in October 1997, two persons
nominated by U.S. Surgical for election as directors were elected to the two
seats on Circon's classified Board to be filled at that meeting. The Board's two
nominees, including Mr. Auhll, the then Chief Executive Officer and Chairman,
failed to win re-election, although the Board subsequently elected Mr. Auhll to
the Board when an incumbent director resigned for personal reasons. The
stockholders at the 1997 Annual Meeting also approved an advisory resolution
sponsored by U.S. Surgical urging the Board to take measures to sell the
Company.
 
    SOLICITATION OF ACQUISITION PROPOSALS
 
    During the months following the 1997 Annual Meeting, the Board continued to
closely monitor the Company's financial performance. The financial results for
the quarter ended March 31, 1998 fell significantly below management's targets.
The Company attributed the shortfall from targeted levels of sales and income to
a recurrence of high turnover in the U.S. sales force and increased
international dealer anxieties resulting from the events at the Annual Meeting
and heightened expectations of a takeover by U.S. Surgical. The Board in April
1998 requested Bear Stearns to contact a substantial number of companies on a
confidential basis to ascertain the potential for a strategic transaction,
including a merger. Bear Stearns and Circon management identified a list of
companies that might be interested in exploring a potential merger or other
strategic transaction. Bear Stearns contacted 31 such companies during the
period of May through September 1998. Of these companies, 19 signed
confidentiality agreements and were provided non-public information concerning
Circon. Seven of these companies participated in significant further due
diligence activities, including Tyco International, which had entered into an
agreement to acquire U.S. Surgical. Although the Company received some
encouraging indications of interest, including a preliminary proposal at a price
range in excess of the USS Final Offer, these indications of interest did not
ripen into offers. In August 1998, Bear Stearns notified those companies that
continued to express an interest that they should submit detailed proposals.
Only two acquisition proposals were received, which were at prices of $10.00 and
$10.125 per share. Another proposal was for the acquisition of a majority of the
outstanding shares at $13.00 per share. In September, U.S. Surgical allowed the
Final USS Offer to expire, and subsequently withdrew its lawsuit against Circon.
 
    On October 19, 1998, Circon announced the resignation of Mr. Auhll, the
election of Mr. Cloutier as interim CEO, and the Board's determination not to
continue actively soliciting new acquisition proposals at that time. The
announcement did, however, contemplate that further discussions could take place
with companies that had previously expressed an interest in Circon and indicated
the Board's receptivity to any new unsolicited proposals that might be received
in the future.
 
    On November 9, 1998, Circon reached an agreement with a group of Circon
stockholders that had announced its intention to nominate and solicit proxies to
elect three persons as directors at the 1998
 
                                       14
<PAGE>
Annual Meeting. Under the agreement, one of the stockholder group's nominees was
elected to the Board, and, in the event the Merger were not to occur, the
classified Board structure would be changed to an annually elected Board,
subject to stockholder approval.
 
    Subsequent to the announcement of the Circon management changes and
concurrently with a partial recovery in the depressed equity markets, Circon
received additional acquisition inquiries from certain companies that had
previously expressed interest. One acquisition offer received was at a price in
excess of the $13.00 previously offered for majority control but below the
$15.00 Offer by Maxxim discussed below.
 
    MAXXIM CONTACTS AND NEGOTIATIONS
 
    In May 1998, Bear Stearns contacted Maxxim as one of the companies
identified that might be interested in exploring a potential merger or other
strategic transaction. At Maxxim's request, Bear Stearns sent to Maxxim a form
of confidentiality agreement, which Maxxim executed and returned to Bear
Stearns. In May 1998, a confidential information memorandum containing
non-public information about Circon was sent to Maxxim and its financial advisor
Donaldson, Lufkin & Jenrette.
 
    There were no further indications of interest by Maxxim until it submitted
to Bear Stearns on October 29, 1998, a preliminary indication that Maxxim could
make an offer of between $13.00 and $15.00 per Share, depending on the results
of its due diligence investigation and other factors.
 
    On November 4, 1998, representatives of Maxxim met with representatives of
Circon to obtain further information about Circon's business.
 
    On November 5, 1998, a form of acquisition agreement prepared by Circon's
counsel was sent to Maxxim for consideration.
 
    On November 13, 1998, Maxxim delivered a letter to Circon proposing $15.00
per Share through a tender offer for all outstanding Shares, subject to
negotiation of a satisfactory definitive agreement. Maxxim also delivered on
that date a proposed exclusivity agreement whereby Circon would agree not to
engage in takeover discussions with any other party or solicit, initiate or
encourage any acquisition proposal from or provide non-public information to any
other party, for a period during which the parties would attempt in good faith
to negotiate a definitive agreement. Maxxim also returned the form of definitive
acquisition agreement, with various changes proposed by Maxxim.
 
    On November 16, Circon requested minor changes to the exclusivity agreement,
primarily to shorten the exclusivity period to one week. This change was
accepted by Maxxim, and the exclusivity agreement was signed on November 17.
 
    Negotiation of the definitive Merger Agreement took place during the period
November 17-21. The Circon Board approved the Merger Agreement at a meeting on
November 20, but with instructions to its Chief Executive Officer to negotiate
changes to certain provisions. The meeting was adjourned and reconvened later in
the evening, at which time the final negotiated changes were approved. The Chief
Executive Officer was authorized to execute the definitive agreement, which he
did on November 21, concurrently with the President of Parent and Purchaser.
 
REASONS FOR THE RECOMMENDATION
 
    In reaching its determination described in Item 4(a) above, the Board took
into consideration a number of factors including (among others) the following:
 
    (i) information concerning Circon's business and operations, future
        prospects, past, recent and current financial performance, financial
        condition, management (including the need to obtain a permanent chief
        executive officer), competitive position, industry consolidation and
        conditions;
 
                                       15
<PAGE>
    (ii) potential financial operating results in the fourth quarter, in 1999
         and beyond, and the assumptions, variables and risks affecting such
         potential financial results;
 
   (iii) the extensive past activities conducted through Bear Stearns soliciting
         proposals from numerous other companies concerning a merger or other
         strategic transactions and the results of those activities;
 
    (iv) the amount ($15.00) and type of consideration (cash) offered;
 
    (v) the terms of the tender offer and merger, including Parent's termination
        rights, the non-solicitation covenant and the exception to satisfy the
        Board's fiduciary duties, termination fees, operating and other
        covenants, representations to be made by Circon, and the views of
        Circon's legal and financial advisors regarding certain of such terms;
 
    (vi) alternatives to the tender offer and merger, including remaining
         independent, strategic alliances and sale to or merger with a company
         other than Parent, including the advantages and disadvantages of each
         and the likelihood of achieving transactions with other companies in
         the time required;
 
   (vii) the information presented by Bear Stearns, including comparable merger
         data, and its opinion that the terms of the tender offer and merger at
         this time, and in light of Circon's financial performance, are fair,
         from a financial point of view, to Circon stockholders;
 
  (viii) the effects of the announcement of the tender offer on Circon
         employees, dealers and customers, and the potential resulting effects
         on stockholder value;
 
    (ix) the likelihood of the successful completion of the tender offer, and
         the risks of non-completion;
 
    (x) current stock market conditions, Circon's market price and related data;
 
    (xi) the election of designees of Parent to a majority of Board seats after
         the tender offer is completed, and the retention of at least two
         independent directors to protect minority stockholder's rights until
         the merger; and
 
   (xii) the availability of dissenter's rights of appraisal under Delaware law.
 
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
 
    The Company retained Bear Stearns to provide financial advisory services in
connection with a possible business transaction for the Company. Pursuant to a
letter agreement dated August 8, 1996 between the Company and Bear Stearns, the
Company, as compensation for such services, has agreed to pay Bear Stearns, upon
any "Acquisition Transaction" (defined as one or a series of related
transactions, including, but not limited to, transactions of the type
contemplated by the Merger Agreement) a transaction fee equal to 1.0% of the
aggregate consideration received by the stockholders of the Company in the Offer
and the Merger. The Company has agreed to reimburse Bear Stearns for its
reasonable out-of-pocket expenses incurred in connection with rendering
financial advisory services, including fees and disbursements of its legal
counsel. The Company has also agreed to indemnify Bear Stearns and its
directors, officers, agents, employees and controlling persons for certain
costs, expenses and liabilities, including certain liabilities under the federal
securities laws.
 
    Except as set forth above, neither the Company nor any person acting on its
behalf has or currently intends to employ, retain or compensate any person to
make solicitations or recommendations to the stockholders of the Company on its
behalf with respect to the Offer, except that such solicitations or
recommendations may be made by directors, officers or employees of the Company,
for which services no additional compensation will be paid.
 
                                       16
<PAGE>
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
 
    (a) During the past 60 days, no transactions in Shares have been effected by
the Company or, to the Company's knowledge, by any of its executive officers,
directors, affiliates or subsidiaries, except as follows:
 
        1.  The Company has granted stock options to, and sold stock upon
    exercise of stock options held by, employees and consultants under its stock
    plans.
 
        2.  The Company granted options to purchase Shares to directors George
    Cloutier and Alain Oberrotman as disclosed in Item 3.
 
    (b) To the Company's knowledge, all of the Company's executive officers and
directors who own Shares currently intend to tender all of their Shares.
 
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
 
    (a) Except as set forth herein, no negotiation is being undertaken or is
underway by the Company in response to the Offer that relates to or would result
in (i) an extraordinary transaction, such as a merger or reorganization
involving the Company or any subsidiary thereof; (ii) a purchase, sale of
transfer of a material amount of assets by the Company or any subsidiary
thereof, (iii) a tender offer for or other acquisition of securities by or of
the Company; or (iv) any material change in the present capitalization or
dividend policy of the Company.
 
    (b) Except as set forth herein, there is no transaction, board resolution,
agreement in principle or signed contract in response to the Offer that relates
to or would result in one or more of the events referred to in Item 7(a) above.
 
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
 
    Not applicable
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
 
<TABLE>
<CAPTION>
<S>          <C>
1.1          Letter to Stockholders dated November 30, 1998 from George A. Cloutier, President and Chief Executive
               Officer of the Company.*
1.2(A)       Opinion of Bear, Stearns & Co. Inc.*
3.1          Agreement and Plan of Merger, dated as of November 21, 1998 among Parent, Purchaser and the Company.
3.2(B)       The Company's Information Statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-1
               thereunder.*
3.3(C)       Certificate of Incorporation of the Company, as amended to date.
3.4(D)       Bylaws of the Company, as amended to date.
3.5(E)       Form of Indemnification Agreement
3.6(F)       Management Retention Plan
3.7          Severance Agreement and Mutual Release between the Company and Richard Auhll.
</TABLE>
 
------------------------
 
*   Included in copies mailed to stockholders
 
(A) Attached hereto as Annex A.
 
(B) Attached hereto as Annex B.
 
(C) Incorporated by reference to exhibits the Company's Annual Reports on Form
    10-K for the fiscal years ended December 31, 1988 and 1992; and the
    Company's Quarterly Reports on Form 10-Q for the quarter ended June 30,
    1996.
 
(D) Incorporated by reference to an exhibit to the Company's Quarterly Report on
    Form 10-Q for the quarter ended September 30, 1997.
 
(E) Incorporated by reference to an exhibit to the Company's Schedule 14D-9
    filed August 15, 1996.
 
(F) Incorporated by reference to an exhibit to the Company's Quarterly Report on
    Form 10-Q for the quarter ended September 30, 1998.
 
                                       17
<PAGE>
                                   SIGNATURE
 
    After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
 
Dated: November 30, 1998        CIRCON CORPORATION
 
                                By:            /s/ GEORGE A. CLOUTIER
                                     -----------------------------------------
                                                 George A. Cloutier
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
 
                                       18
<PAGE>
 
                                                      BEAR, STEARNS & CO. INC.
   [LOGO]                                                      245 PARK AVENUE
                                                      NEW YORK, NEW YORK 10167
                                                                 (212)272-2000
                                                              ATLANTA - BOSTON
                                                CHICAGO - DALLAS - LOS ANGELES
                                                      NEW YORK - SAN FRANCISCO
                                                            GENEVA - HONG KONG
                                                        LONDON - PARIS - TOKYO
 
                                                                         ANNEX A
 
NOVEMBER 20, 1998
 
BOARD OF DIRECTORS
CIRCON CORPORATION
6500 HOLLISTER AVENUE
SANTA BARBARA, CA 93117
 
ATTENTION: MR. GEORGE CLOUTIER
 
         CHIEF EXECUTIVE OFFICER
 
Ladies and Gentlemen:
 
    We understand that Circon Corporation ("Circon") has received an offer from
Maxxim Medical, Inc. ("Maxxim") to acquire all of the outstanding shares of
common stock (the "Shares") of Circon. You have provided us with a draft
Agreement and Plan of Merger in substantially final form (the "Merger
Agreement") among Circon, Maxxim and a wholly-owned subsidiary of Maxxim
("Subsidiary"). As more fully described in the Merger Agreement, Subsidiary (i)
would promptly commence a tender offer to purchase all Shares for $15.00 per
share in cash and (ii) as promptly thereafter as practicable, would merge with
Maxxim and each outstanding Share not previously tendered would be converted
into the right to receive $15.00 in cash (collectively, the "Transaction").
 
    You have asked us to render our opinion as to whether the consideration to
be received in the Transaction is fair, from a financial point of view, to the
public shareholders of Circon.
 
    In the course of performing our review and analyses for rendering this
opinion, we have:
 
    1.  reviewed the Merger Agreement;
 
    2.  reviewed Circon's Annual Reports to Shareholders and Annual Reports on
       Form 10-K for the years ended December 31, 1995 through December 31, 1997
       and its Quarterly Reports on Form 10-Q for the periods ended March 31,
       1998, June 30, 1998 and September 30, 1998;
 
    3.  reviewed certain operating and financial information, including
       projections, provided to us by management relating to Circon's business
       and prospects;
 
    4.  met with certain members of Circon's senior management to discuss
       Circon's operations, historical financial performance, current financial
       condition and future prospects;
 
    5.  reviewed the historical prices, valuation multiples and trading volume
       of the Shares;
 
    6.  reviewed publicly available financial data, stock market performance
       data and valuation parameters of companies which we deemed generally
       comparable to Circon;
 
    7.  reviewed the terms of selected precedent mergers and acquisitions of
       companies which we deemed generally comparable to Circon; and
 
    8.  conducted such other studies, analyses, inquiries and investigations as
       we deemed appropriate.
<PAGE>
Circon Corporation
November 20, 1998
Page 2
 
    In the course of our review, we have relied upon and assumed, without
independent verification, the accuracy and completeness of the financial and
other information provided to us by Circon. With respect to Circon's projected
financial results, we have assumed that they have been reasonably prepared on
bases reflecting the best currently available estimates and judgments of the
senior management of Circon as to the expected future performance of Circon.
With respect to the Merger Agreement, we have assumed that the final agreement
to be entered into by Circon will not differ in any material respect from the
draft provided to us. We have not assumed any responsibility for the independent
verification of any such information or of the projections provided to us and we
have further relied upon the assurances of the senior management of Circon that
it is unaware of any facts that would make the information or projections
provided to us incomplete or misleading. In the course of our engagement, at the
request of Circon we solicited indications of interest from potential buyers of
Circon (including United States Surgical Corporation), and we met with certain
interested parties to review such indications. In arriving at our opinion, we
have not performed or obtained any independent appraisal of the assets or
liabilities of Circon, nor have we been furnished with any such appraisals. Our
opinion is necessarily based on economic, market and other conditions, and the
information made available to us, as of the date hereof.
 
    We have acted as a financial advisor to Circon in connection with the
Transaction and will receive a fee for such services. Bear Stearns has been
previously engaged by Circon to provide certain investment banking and financial
advisory services for which Bear Stearns has been compensated. In the ordinary
course of business, Bear Stearns may actively trade the equity securities of
Circon for its own account and for the account of its customers and,
accordingly, may at any time hold a long or short position in such securities.
 
    It is understood that this letter is intended for the benefit and use of the
Board of Directors of Circon and does not constitute a recommendation to the
Board of Directors of Circon as to whether to approve the Transaction or to any
holders of the Shares as to whether to tender such Shares pursuant to the tender
offer. This opinion does not address Circon's underlying business decision to
pursue the Transaction. This letter is not to be used for any other purpose, or
reproduced, disseminated, quoted to or referred to at any time, in whole or in
part, without our prior written consent; provided, however, that this letter may
be included in its entirety in any tender offer documentation or joint proxy
statement/prospectus to be distributed to the holders of the Shares in
connection with the Transaction.
 
    Based on and subject to the foregoing, it is our opinion that the
consideration to be received in the Transaction is fair, from a financial point
of view, to the public shareholders of Circon.
 
Very truly yours,
 
Bear, Stearns & Co. Inc.
 
By: /s/ BRIAN A. MCCARTHY
--------------------------------------
Brian A. McCarthy
Senior Managing Director
 
                                      A-2
<PAGE>
                                                                         ANNEX B
 
                               CIRCON CORPORATION
                       INFORMATION STATEMENT PURSUANT TO
                        SECTION 14(f) OF THE SECURITIES
          EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 14F-1 THEREUNDER
 
    This Information Statement is being mailed on or about November 30, 1998 as
a part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") of Circon Corporation (the "Company") to the holders of record
of shares of Common Stock, par value $.01 per share, of the Company (the
"Shares"). You are receiving this Information Statement in connection with the
possible appointment of persons designated by the Purchaser (as defined below)
to a majority of the seats on the Board of Directors of the Company.
 
    On November 21, 1998 the Company, Maxxim Medical, Inc., a Delaware
corporation ("Parent") and MMI Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Parent (the "Purchaser"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") in accordance with the terms and
subject to the conditions of which (i) Parent will cause the Purchaser to
commence a tender offer (the "Offer") for all outstanding Shares at a price of
$15.00 per Share, net to the seller in cash and without interest thereon, and
(ii) the Purchaser will be merged into the Company (the "Merger"). As a result
of the Offer and the Merger, the Company will become a wholly owned subsidiary
of Parent. The Merger Agreement requires the Company to cause the directors
designated by Parent to be elected to the Board of Directors under the
circumstances described therein.
 
    This Information Statement is required by Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1
thereunder. You are urged to read this Information Statement carefully. You are
not, however, required to take any action at this time. Capitalized terms used
herein and not otherwise defined herein shall have the meaning set forth in the
Schedule 14D-9.
 
GENERAL
 
    The Shares are the only class of voting securities of the Company
outstanding. Each Share has one vote. As of November 20, 1998, there were
13,440,490 Shares outstanding. The Company's Board of Directors currently
consists of seven directors. The Company's Board of Directors is divided into
three classes. The term of one of the three classes expires each year. The term
of the Class I Directors expires in 2000 and each third year thereafter, the
term of the Class II Directors expires in 1998 and each third year thereafter,
and the term of the Class III Directors expires in 1999 and each third year
thereafter.
 
    Pursuant to the Merger Agreement, upon the acceptance for payment of, and
payment for, Shares by Purchaser pursuant to the Offer, Purchaser shall be
entitled to designate such number of directors on the Board of Directors of the
Company (the "Purchaser Designees"), as will give Purchaser, subject to
compliance with Section 14(f) of the Exchange Act, a majority of such directors,
and the Company shall, at such time, cause the Parent Designees to be so elected
by its existing Board of Directors; provided, however, that in the event that
the Parent Designees are elected to the Board of Directors of the Company, until
the Effective Time such Board of Directors shall have at least two directors who
are directors of the Company on the date of the Merger Agreement and who are not
officers of the Company or any of its subsidiaries (the "Independent Directors")
and; provided, further that, in such event, if the number of Independent
Directors shall be reduced below two for any reason whatsoever, the remaining
Independent Director shall designate a person to fill such vacancy who shall be
deemed to be an Independent Director for purposes of the Merger Agreement or, if
no Independent Directors then remain, the other directors of the Company shall
designate two persons to fill such vacancies who shall not be officers or
affiliates of the Company or any of its subsidiaries, or officers of affiliates
of Parent or any of its subsidiaries, and such persons shall be deemed to be
Independent Directors for purposes of the Merger Agreement.
<PAGE>
    Purchaser has informed the Company that it will choose the Purchaser
Designees from persons listed below. Purchaser has informed the Company that
each of the Purchaser Designees has consented to act as a director, if so
designated. Biographical information concerning each of the Purchaser Designees
is presented below. Such biographical information has been furnished by
Purchaser, and the Company assumes no responsibility for the accuracy or
completeness of such information. The reference below to "Maxxim" is to Maxxim
Medical, Inc., a Texas corporation, the indirect parent of Purchaser.
 
<TABLE>
<CAPTION>
                                                            POSITION WITH MAXXIM;
                                                     PRINCIPAL OCCUPATION OR EMPLOYMENT;
                     NAME                                FIVE-YEAR EMPLOYMENT HISTORY
----------------------------------------------  ----------------------------------------------
<S>                                             <C>
Kenneth W. Davidson                             Director since 1982 and Chairman of the Board
                                                of Directors, Chief Executive Officer and
                                                President since November 1, 1986. Mr. Davidson
                                                is also a director of Henley Healthcare, Inc.,
                                                a manufacturer of products used in physical
                                                therapy, and of Encore Orthopedics, Inc., a
                                                designer and manufacturer of implantable
                                                orthopedic devices and of Bovie Medical Corp.,
                                                a supplier of electrosurgery generators and
                                                accessories.
 
Peter M. Graham                                 Executive Vice President and Chief Operating
                                                Officer since January 1986, and Secretary
                                                since July 1997. Mr. Graham also served as
                                                Treasurer from April 1986 through June 1997.
 
Alan S. Blazei                                  Vice President and Controller since December
                                                1990, and Treasurer since July 1997.
 
David L. Lamont                                 Vice President since March 1998 and Group Vice
                                                President since July 1993. From January 1992
                                                to July 1993, Mr. Lamont was President, Argon
                                                Medical division of Maxxim.
 
Henry T. DeHart                                 Vice President since November 1993. Since June
                                                1995 Mr. DeHart has served as Executive Vice
                                                President of Operations of Case Management
                                                division. From December 1992 through July
                                                1995, he served as President, Boundary
                                                Healthcare division of Maxxim.
</TABLE>
 
    Messrs. Davidson, Graham and Lamont are citizens of Canada. Messrs. Blazei
and DeHart are citizens of the United States. None of the Purchaser Designees
(i) is currently a director of, or holds any position with, the Company, (ii)
has a familial relationship with any of the directors or executive officers of
the Company or (iii) to Purchaser's knowledge, beneficially owns any securities
(or rights to acquire any securities) of the Company. The Company has been
advised by Purchaser that, to Purchaser's knowledge, none of the Purchaser
Designees has been involved in any transaction with the Company or any of its
directors, executive officers or affiliates which is required to be disclosed
pursuant to the rules and
 
                                      B-2
<PAGE>
regulations of the Commission, except transactions between Parent and/or
Purchaser and the Company disclosed in the Schedule 14D-9.
 
                    CURRENT DIRECTORS AND EXECUTIVE OFFICERS
 
DIRECTORS
 
    The following table sets forth certain information concerning each current
director of the Company.
 
<TABLE>
<CAPTION>
                                                                                              DIRECTOR
         NAME                           PRINCIPAL OCCUPATION                    CLASS   AGE    SINCE
------------------------------------------------------------------------------  -----   ---   --------
<S>                   <C>                                                       <C>     <C>   <C>
John F. Blokker       Chairman of the Board of the Company; President and
                      Chief Executive Officer, Luxcom, Inc.                       III   68      1991
George A. Cloutier    Chief Executive Officer and President of the Company;
                      Chairman of the Board, President and Chief Executive
                      Officer of American Management Services, Inc.                II   53      1997
Charles M. Elson      Professor or Law, Stetson College of Law                      I   38      1997
Harold R. Frank       Investor                                                    III   74      1984
Victor H. Krulak      President of Words Limited                                    I   85      1997
Joseph R. Hardiman    Investor                                                    III   61      1998
Alain M. Oberrotman   Independent Management Consultant                            II   47      1998
</TABLE>
 
    Mr. Blokker serves as Chairman of the Board for the Company. He is President
and Chief Executive Officer of Luxcom, Inc., a telecommunications company. He
was a general partner of Hambrecht & Quist Venture Partners, an investment
banking firm, from February 1985 to February 1988. Prior to 1985, he served for
twenty-seven years in various executive and management positions including Vice
President, General Manager with Hewlett-Packard Company, a manufacturer of
computers and electronic test and measurement instruments. He is a member of the
Boards of Directors of Mid-Peninsula Bank of Palo Alto and Whittier Trust
Company.
 
    Mr. Cloutier is serving as interim Chief Executive Officer and President of
the Company. He is also Chairman of the Board, President and Chief Executive
Officer of American Management Services, Inc., a consulting firm for small to
mid-size businesses. Prior to founding American Management Services in 1986, Mr.
Cloutier held a number of executive positions with companies providing a broad
range of business consulting and management services.
 
    Mr. Elson has been a Professor of Law at Stetson University College of Law
in St. Petersburg, Florida since 1990. He has served as "of Counsel" to the law
firm of Holland & Knight since 1995. Mr. Elson serves as a director on the
Boards of Sunbeam Corporation and Nuevo Energy Company.
 
    Mr. Frank is the founder of Applied Magnetics Corporation, a manufacturer of
magnetic recording heads. He served as Chairman of its Board of Directors from
inception until February, 1996, and continues to serve as a Director. Mr. Frank
currently serves on the Board of Directors of Trust Company of the West and as
Chairman of the Board of Key Technology, Inc. Mr. Frank is past Chairman of the
Board of the American Electronics Association.
 
    Lt. Gen. Krulak has served as President of Words Limited, an editorial and
feature syndicate, since 1988. Prior to 1988, he served a distinguished career
with the U.S. Marine Corps from 1934 until his retirement as Lieutenant General
in 1968. Lt. Gen. Krulak held positions with Copley News Service from 1968 until
1977, serving as Vice President and then President prior to his retirement in
1977.
 
    Joseph R. Hardiman is currently a private investor. From September 1987
through January 1997 Mr. Hardiman served as the President and Chief Executive
Officer of the National Association of
 
                                      B-3
<PAGE>
Securities Dealers, Inc., and its wholly owned subsidiary, the NASDAQ Stock
Market, Inc. Prior to that, Mr. Hardiman served as Chief Operating Officer and a
member of the Board of Directors of Alex. Brown & Sons.
 
    Mr. Oberrotman has been an independent management consultant since 1997.
From 1992 to 1997 Mr. Oberrotman was a principal in the private equity group of
Odyssey Partners, L.P., involved with, among other things, acquisitions,
financings and restructurings of Odyssey's portfolio companies. Mr. Oberrotman
currently serves on the Board of Directors of Eagle Food Centers, Inc.
 
BOARD MEETINGS AND COMMITTEES
 
    During 1997, the Board of Directors met on eleven occasions. In addition,
significant communications occurred between the Directors and the Company apart
from meetings of the Board and the Board Committees. During 1997, none of the
incumbent Directors attended fewer than 90% of the total number of Board
meetings and the total number of Committee meetings on which he served.
 
    The Company has an Audit Committee and a Compensation Committee. The
function that would be performed by a nominating committee is performed by the
Board of Directors as a whole.
 
    The Audit Committee, which consisted of Directors Blokker, Cloutier and
Frank, held two meetings in 1997. The Audit Committee currently consists of
Directors Blokker and Frank. The Audit Committee recommends the appointment of
independent auditors for the Company, approves the services performed by the
Company's independent auditors, reviews the Company's accounting principles and
consults with the independent auditors on matters relating to internal financial
controls and procedures.
 
    The Compensation Committee, which consisted of Directors Auhll, Cloutier and
Frank during 1997, held one meeting in 1997. The Compensation Committee
currently consists of Directors Blokker, Elson and Oberrotman. The Compensation
Committee reviews and makes recommendations to the Board concerning the
Company's executive compensation policy, bonus plans and equity incentive plans.
The Compensation Committee, as well as the full Board, also administers the
Company's stock option plans.
 
DIRECTORS' COMPENSATION
 
    The compensation for outside Directors was modified effective July 1, 1997.
First, annual cash fees for services as a director were increased from $2,500 to
$10,000. Second, provision was made for annual grants of Common Stock options to
directors. These changes were made to bring the Company's Directors within
comparable levels of compensation for companies similar in size, capital
structure and board structure. The new compensation program is designed to
ensure that a significant portion of a non-employee directors compensation is
equity-based and, therefore, highly dependent on the performance of Circon
Common Stock. Thus, the program is designed to align the interests of Circon's
non-employee directors and its shareholders.
 
    Each director who is not an employee of the Company receives cash fees of
$2,500 per quarter for serving as a director. These fees are paid quarterly in
cash. In addition, directors receive a fee of $500 for each Board and committee
meeting attended (whether in person or by telephone) and reimbursement for
expenses incurred in connection with attendance at Board and committee meetings.
 
    The 1995 Directors Stock Option Plan (the "1995 Plan") is administered by
the Board or a committee appointed by the Board for such purpose. Under the 1995
Plan, options for up to 200,000 shares of Common Stock may be granted to
directors who are not officers of the Company ("Outside Directors"), for a price
not less than 85% of the fair market value of the Common Stock on the date of
grant. All option grants to date have been made at the market price on the date
of grant. All options currently held by Outside Directors are fully vested. The
maximum option term is ten years. If the optionee ceases to be a director for
any reason, any options granted which have not been exercised will be canceled
according to
 
                                      B-4
<PAGE>
the terms of the stock option agreement. In July 1997, each Outside Director had
his options accelerated or received new options or both. The number of
accelerated options or new options granted in July 1997 to each director was
determined by using a schedule designed to bring each director's total stock
options vesting in 1997 to 11,000 shares. Incumbent directors receive subsequent
option grants not to exceed 5,000 shares, on an annual basis. In October 1997,
new directors Elson and Krulak received option grants of 11,000 shares each. In
November 1998, new director Oberrotman received an option grant of 11,000
shares.
 
    The Company also provides director liability insurance for all directors.
 
EXECUTIVE OFFICERS
 
    The Executive Officers of the Company are elected by and serve at the
discretion of the Board of Directors. As of November 30, 1998, the Executive
Officers of the Company were as follows:
 
<TABLE>
<CAPTION>
                                                                                    OFFICER
        NAME                                POSITION                          AGE    SINCE
----------------------------------------------------------------------------  ---   -------
<S>                 <C>                                                       <C>   <C>
George A. Cloutier  Chief Executive Officer                                   53     1998
 
Winton L. Berci     Vice President, Sales and Marketing                       43     1989
 
Frank D. D'Amelio   Vice President and Chief Manufacturing Officer            40     1989
 
Gary J. Menichini   Vice President, Sales                                     41     1998
 
Andrew D. Simons    Vice President, General Counsel and Secretary             37     1996
 
R. Bruce Thompson   Executive Vice President and Chief Financial Officer      54     1982
 
David P. Zielinski  Vice President, ACMI Division General Manager             55     1994
</TABLE>
 
    Winton Berci joined the Company as Vice President, Sales and Marketing, in
1989. Prior to joining Circon, Mr. Berci worked for fourteen years with Karl
Storz Endoscopy America, Inc., a major Circon competitor. He held various
positions with Karl Storz including Director of Marketing for six years.
 
    Frank D'Amelio was appointed Vice President, Chief Manufacturing Officer in
1994, prior to which he was Vice President, General Manager of the Video
Division since 1993, and Vice President, CIRCON ACMI Engineering and Quality
Control, beginning in 1989. Prior to 1989, Mr. D'Amelio held various positions
with the Company including Director of Quality Assurance. He joined ACMI in
1982.
 
    Gary Menichini joined the Company as Vice President of Sales in 1998. Prior
to joining Circon, Mr. Menichini worked for six years at Cordis Corporation, a
division of Johnson & Johnson Company, including five years as West Region
Manager. Prior to 1992, Mr. Menichini held senior sales positions with Quiena
International, Inc. from 1991 to 1992 and General Electric Medical Systems from
1984 to 1991.
 
    Andrew Simons joined the Company as Vice President, Secretary and General
Counsel in 1996. From 1992 until joining Circon, Mr. Simons worked for Tokos
Medical Corporation in various capacities, including Vice President, General
Counsel and Corporate Secretary. Prior to 1992, Mr. Simons was an Associate at
the law firm of Gibson, Dunn & Crutcher.
 
    Mr. Thompson has been Executive Vice President and Chief Financial Officer
of the Company since 1985, and Vice President since 1982. He joined the Company
in 1977 as Controller. Prior to 1977, Mr. Thompson held positions with
Heyer-Schulte Corporation, a subsidiary of American Hospital Supply Corporation,
and Cutter Laboratories Inc.
 
    David Zielinski was appointed Vice President, ACMI Division General Manager
in 1994, prior to which he was Vice President of Manufacturing for Circon ACMI.
Prior to 1986, Mr. Zielinski held various
 
                                      B-5
<PAGE>
positions with the Company including Director of Manufacturing for ACMI. He
joined ACMI in 1982. Prior to joining ACMI, Mr. Zielinski held various positions
with General Electric.
 
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
    Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership as well as changes in ownership with the Securities and
Exchange Commission ("SEC") and the National Association of Securities Dealers,
Inc. ("NASDAQ"). Such persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
 
    Based solely upon its review of the copies of such forms received by it, or
written representations from certain reporting persons that no forms were
required for such persons, the Company believes that during the fiscal year
ended December 31, 1997 all filing requirements applicable to its executive
officers, directors and greater than ten percent beneficial owners were complied
with.
 
                            REMUNERATION OF OFFICERS
 
COMPENSATION TABLES
 
    SUMMARY COMPENSATION TABLE.  The following table sets forth three years of
compensation history for the Chief Executive Officer and each of the other four
most highly compensated executive officers of the Company as of the last
completed fiscal year:
 
<TABLE>
<CAPTION>
                                                                                       LONG-TERM COMPENSATION
                                                                                     --------------------------
                                                                                       AWARDS
                                                                                     -----------     PAYOUTS
                                                     ANNUAL COMPENSATION(1)          SECURITIES   -------------    ALL OTHER
                                              -------------------------------------  UNDERLYING   LTIP PAYOUTS   COMPENSATION
NAME AND PRINCIPAL POSITION          YEAR     SALARY($)  BONUS($)(2)    OTHER($)     OPTIONS(#)        ($)          ($)(5)
---------------------------------  ---------  ---------  -----------  -------------  -----------  -------------  -------------
<S>                                <C>        <C>        <C>          <C>            <C>          <C>            <C>
R. Auhll (3).....................       1997    265,860     121,171        --            --            --             10,538
  President, CEO and                    1996    316,500      39,274        --            --            --             10,538
  Chairman of the Board                 1995    298,000     136,739        --            --            --             10,408
 
F. D'Amelio......................       1997    171,045      52,794        --            10,000        --              4,344
  Vice President                        1996    181,000      43,365        --            --            --              4,432
  Chief Manufacturing                   1995    169,000      58,000        --            --            --              3,672
  Officer
 
R. B. Thompson...................       1997    166,320      60,695        --            10,000        --              5,454
  Executive Vice President              1996    176,000      26,860        --            --            --              5,312
  Chief Financial Officer               1995    166,000      64,840        --            --            --              4,192
 
W. Berci.........................       1997    154,262      48,388        --            10,000        --              3,741
  Vice President                        1996    163,240      39,329        --            --            --              3,621
  Sales and Marketing                   1995    154,000      45,500        --            --            --              3,283
 
A. Simons........................       1997    146,806      49,636        --            10,000        --              1,766
  Vice President                        1996    155,350       9,519(4)      --           10,000        --              1,704
  Secretary and                         1995     n/a         n/a           --            --            --             n/a
  General Counsel
</TABLE>
 
------------------------
 
(1) Includes amounts earned in fiscal year, whether or not deferred.
 
                                      B-6
<PAGE>
(2) Includes Management Incentive Bonus payment plus incentive payments earned
    as part of cost cutting incentive program implemented in August 1997. As
    part of the August 1997 cost reduction program, Mr. Auhll's salary was
    reduced by 20% and other executive officers' salaries were reduced by 10%.
 
(3) Mr. Auhll resigned his position from the Company on October 19, 1998.
 
(4) Mr. Simons' bonus for 1996 was prorated based on date of hire (4/1/96).
 
(5) "All Other Compensation" consists of Company match of employee contributions
    to 401(k) plans and premiums paid on life insurance by the Company on behalf
    of the named individuals.
 
    OPTION/SAR GRANTS IN LAST FISCAL YEAR.  The following table sets forth, for
each of the executive officers named in the Summary Compensation Table, stock
options granted during the year ended December 31, 1997. The Company has never
granted stock appreciation rights (SARs).
 
<TABLE>
<CAPTION>
                                                                                        POTENTIAL REALIZABLE VALUE AT
                                 NUMBER OF                                              ASSUMED ANNUAL RATES OF STOCK
                                SECURITIES     % OF TOTAL                               PRICE APPRECIATION FOR OPTION
                                UNDERLYING   OPTIONS GRANTED   EXERCISE                              TERM
                                  OPTIONS    TO EMPLOYEES IN     PRICE     EXPIRATION   ------------------------------
NAME                            GRANTED (#)    FISCAL YEAR     ($/SHARE)      DATE          5%($)           10%($)
------------------------------  -----------  ---------------  -----------  -----------  --------------  --------------
<S>                             <C>          <C>              <C>          <C>          <C>             <C>
All Shareholders (1)..........      n/a            n/a            n/a          n/a      $  135,856,617  $  344,287,331
R. Auhll (2)..................      n/a            n/a            n/a          n/a           n/a             n/a
F. D'Amelio...................      10,000(3)         6.86%    $   16.25     10/09/07   $      102,195  $      258,983
R. B. Thompson................      10,000(3)         6.86%    $   16.25     10/09/07   $      102,195  $      258,983
W. Berci......................      10,000(3)         6.86%    $   16.25     10/09/07   $      102,195  $      258,983
A. Simons.....................      10,000(3)         6.86%    $   16.25     10/09/07   $      102,195  $      258,983
</TABLE>
 
------------------------
 
(1) Total dollar gain based on assumed annual rate of stock appreciation shown
    here and calculated on 13,293,812 shares outstanding as of December 31,
    1997, based on a ten-year term.
 
(2) Mr. Auhll resigned his position from the Company on October 19, 1998.
 
(3) Options were granted on 10/09/97 and are exercisable on 12/31/98. Options
    expire ten years from grant date.
 
    AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
VALUES.  The following table sets forth, for each of the executive officers
named in the Summary Compensation Table above, each exercise of stock options
during the year ended December 31, 1997 and the year-end value of unexercised
options:
 
<TABLE>
<CAPTION>
                                                                       NUMBER OF SECURITIES
                                                                      UNDERLYING UNEXERCISED     VALUE (1) OF UNEXERCISED
                                                                    OPTIONS AT FISCAL YEAR END   IN- THE-MONEY OPTIONS AT
                                                                               1997                FISCAL YEAR END 1997
                                  SHARES ACQUIRED       VALUE       --------------------------  --------------------------
NAME                              ON EXERCISE(#)     REALIZED($)    EXERCISABLE  UNEXERCISABLE  EXERCISABLE  UNEXERCISABLE
--------------------------------  ---------------  ---------------  -----------  -------------  -----------  -------------
<S>                               <C>              <C>              <C>          <C>            <C>          <C>
R. Auhll (2)....................           n/a              n/a          40,000(3)      --       $ 200,000        --
R. Thompson.....................           n/a              n/a           8,571       21,429     $  51,426    $    68,754
F. D'Amelio.....................           n/a              n/a          29,377       28,252     $ 268,974    $   111,171
W. Berci........................           n/a              n/a          19,771       21,429     $ 177,426    $    68,574
A. Simons.......................           n/a              n/a           1,429       18,571     $   9,289    $    55,712
</TABLE>
 
------------------------
 
(1) Excess of $15.25 (market price at year end) over exercise price.
 
(2) Mr. Auhll resigned his position from the Company on October 19, 1998.
 
                                      B-7
<PAGE>
(3) Mr. Auhll exercised his options to purchase 40,000 shares on July 20, 1998.
    In addition to his outstanding options, Mr. Auhll also held warrants to
    purchase 100,000 shares which were fully exercisable at year end. The value
    of these warrants, computed as above, was $1,064,000. The warrants were
    issued in 1990 in connection with Mr. Auhll's guarantee of certain
    indebtedness of the Company and not in connection with his performance of
    services to the Company.
 
MANAGEMENT AGREEMENTS
 
    MANAGEMENT RETENTION PLAN.  The Company has a Management Retention Plan (the
"Plan") covering all executive officers and certain other key employees. Under
the Plan, executive officers are entitled to certain "retention" payments for
remaining with the Company through the date of a "change in control" (as defined
in the Plan). The executive officers are also entitled to certain additional
"severance" payments in the event they are terminated for any reason other than
cause within a 24 month period following a change in control.
 
    All payments under the Plan are calculated based on the executive's annual
base salary and target bonus for the year (the "Annual Compensation"). The
retention benefit is eight months of the executive's Annual Compensation and the
severance benefit is sixteen months of the executive's Annual Compensation. The
executive officers are also entitled to a prorated portion of their target bonus
for the year that the change in control occurs and continuation of healthcare
and related benefits for 24 months.
 
    The Management Retention Plan expires on August 20, 1999, unless a change of
control occurs prior to such date. Until such expiration, the program cannot be
revoked or amended to the detriment of participants.
 
    INTERIM CEO.  The Board has agreed to pay Mr. Cloutier $25,000 per month and
a bonus of $240,000 contingent upon successful completion of the tender offer by
a subsidiary of Maxxim Medical, Inc. for the outstanding shares, for his
services as interim CEO of the Company. The Board also granted Mr. Cloutier a
stock option to purchase 10,000 shares of Circon Common Stock which vests in six
months, at the time a permanent CEO is retained, or upon a change in control,
whichever shall first occur. The Board consulted with certain benefits experts
before reaching this agreement with Mr. Cloutier
 
    FORMER CEO.  In connection with Mr. Auhll's resignation, the Board agreed to
pay Mr. Auhll a severance package that is customary for executives under similar
circumstances in the same situation. The severance agreement subsequently
executed between Mr. Auhll and the Company provides for a lump-sum payment of
$627,000 and the continuance of group health insurance coverage for three years,
as well as other normal severance terms.
 
                      REPORT OF THE COMPENSATION COMMITTEE
 
COMPENSATION PRINCIPLES
 
    The compensation policies of the Company for all employees, including
executive officers, are guided by the following principles:
 
    - Attract, retain and motivate well qualified employees who contribute to
      the long-term success of the Company.
 
    - Encourage the development and achievement of objectives that enhance
      long-term shareholder value.
 
                                      B-8
<PAGE>
    - Relate compensation to the overall success of the Company which includes
      providing sales growth coupled with sound financial performance, quality
      products and services for customers, and fostering an environment which
      enables employees to achieve objectives.
 
EXECUTIVE COMPENSATION PRACTICES
 
    The Company's executive compensation program consists primarily of cash and
equity based elements. Salary and annual bonus awards, if warranted, under the
Management Incentive Compensation Program ("MICP") comprise the cash elements.
The equity based elements consist of grants of stock options under the Company's
employee stock option plans and participation in the Company's employee stock
purchase plan which is available to all employees. The Company also provides
health and welfare benefits to the named officers through programs that are
generally available to all employees. In addition, all Company officers are
entitled to have life insurance up to four times their annual base salary.
 
CASH COMPONENTS
 
    It is the Company's intent to provide a compensation program that can
attract, motivate and retain high performance executives who are critical to the
long-term success of the Company. Salary levels and MICP bonus target levels are
established annually for executive officers by the Compensation Committee, after
a review of a compensation survey for the medical/dental equipment and supply
industry. For 1997, the survey group consisted of 359 publicly traded companies
whose principal business was the manufacture or distribution of medical/dental
equipment and supplies. Of these companies, 170 are included in the NASDAQ index
covering medical stocks (see "Stock Performance Graph"). Salaries for the
Company's executive officers are established after comparing the
responsibilities of the position held and the experience of the individual to
the comparable positions and median compensation indicated in the survey. In
addition, the Company periodically modifies its executive compensation due to
the competitive marketplace for executive talent.
 
    The MICP bonus plan provides for annual awards which are paid after the end
of the fiscal year, based on the achievement of pre-established annual increases
in specific objectives. The 1997 MICP plan had 95 objectives. For every
participant, a total target payout amount is established and a portion of this
total target payout is assigned to specific objectives. Examples of typical
specific objectives might include: growth in sales of a particular product line,
growth in operating income, and reduction in accounts receivable days
outstanding. Each MICP participant has a unique set of objectives which
constitute his or her specific MICP program. There are also one or two
subjective elements in each participant's program. An individual objective has a
pre-established minimum performance level before any payment will occur and a
maximum performance level where further payment ceases. The range of payouts for
each objective is from zero to 200% of a target amount. The Compensation
Committee establishes goals for overall growth in sales, gross profit, operating
and net income on a Company wide basis. Using these Company wide goals as
guidelines, targets are then determined for other business units, and other
subsets of sales, gross profit and operating income. The Compensation Committee
reviews the complete MICP program each year prior to any payment. In years where
there is a significant change in the overall business, or in an individual's
responsibility, the MICP targets are modified to make the performance
measurements meaningful. Targets and payouts are prorated for participation for
less than one year. Employees with other commission or bonus arrangements are
generally excluded from participation in the MICP plan. The MICP plan may be
modified from time to time, or discontinued at the discretion of the
Compensation Committee. During 1997, executive officers had five to fourteen
objectives in their individual MICP programs with each objective having a weight
of 1% to 41% of their total program, with the total target payout ranging from
31% to 51% of an individual executive officer's salary. The weight assigned to
each objective varied widely among the group tailored to the specific
responsibilities of the individual. For 1997, actual payouts for the named
executive officers' MICP programs averaged 63% of their MICP target amount.
 
                                      B-9
<PAGE>
    Employees, including executive officers, who participate in the 401(k) plan
may receive a Company matching contribution of up to a maximum of 1 1/2% of
their salary per year.
 
EQUITY BASED COMPONENTS
 
    The Company utilizes equity based compensation in the form of stock options
and a 20% matching program for stock purchases under a stock purchase plan for
its employees to focus employees and management on creating and enhancing long
term shareholder value. The actual value of such equity based compensation
correlates directly to the Company's stock price performance.
 
    Stock options are an essential element of the Company's compensation
program. This component is intended to provide a long term incentive for
employees to stay with the Company and to motivate them to work toward
appreciation in the price of the Company stock over time. Two hundred
eighty-three employees (or approximately 24% of all employees) participate in
the various employee stock option plans. Stock options are currently outstanding
under the 1979 Employee Stock Option Plan, the 1983 Employee Stock Option Plan,
which expired in 1989 and 1993 respectively, the 1993 Stock Option Plan (the
"1993 Plan") and the Cabot Stock Option Plan (the "Cabot Plan").
 
    In determining the number of shares subject to options being granted to
executive officers, the Compensation Committee considers survey data on options
granted to executives with comparable positions at comparable companies, the
number of shares subject to options previously granted to the executive, the
number of unvested shares subject to outstanding options held by the executive
(which is an indicator of the retention value of the outstanding options) and an
evaluation of the executive's individual performance. In 1997, options were
granted to all executive officers with the exception of Mr. Auhll who was
ineligible to receive stock options because of his participating role on the
Board's Compensation Committee.
 
    In the 1979, 1983 and 1993 Employee Stock Option Plans, options generally
become exercisable cumulatively or "vest" at an annual rate of 14.3% of the
total shares granted for seven years commencing one year from the date of grant.
All outstanding stock options were granted at the "market price" as of the date
of grant. Correspondingly, options in the Cabot Plan generally become
exercisable over a three year vesting period. The 1979, 1983, 1993 and Cabot
Plans provide for full vesting of options in the event there is a change in
control of the Company.
 
1997 CHIEF EXECUTIVE COMPENSATION
 
    Mr. Auhll, in his capacity as Chairman of the Board, Chief Executive Officer
and President participated in substantially the same compensation programs as
the other named officers. In evaluating the performance and setting the
compensation of the chief executive officer and the Company's other executive
officers, the Compensation Committee has taken note of the additional difficulty
faced in operating the Company during a hostile tender offer as well as
management's success in cutting operating expenses.
 
    After considering all factors, the committee approved a $332,325 salary for
Mr. Auhll for 1997, an increase of 5% over his $316,500 salary for the prior
year. In August 1997, Mr. Auhll's salary was reduced 20% as part of a
cost-reduction program implemented by the Board of Directors. A special
cost-cutting incentive program was initiated at the same time, which enabled Mr.
Auhll and other executive officers to earn back the salary reductions by
achieving the cost-cutting objectives and even exceed the salary reduction with
superior cost-cutting performance. The accompanying Compensation Table for
Executive Officers on page B-6 of this document shows the resulting compensation
for Mr. Auhll in 1997. Mr. Auhll's target bonus for 1997 MICP program was set at
$135,000, or 41% of his base salary. Mr. Auhll's base salary falls 9% above and
his bonus falls 61% below the 75th percentile compared to the CEOs in the survey
 
                                      B-10
<PAGE>
group. Mr. Auhll's MICP program consisted of twelve objectives covering sales
growth, operating performance and financial ratios, each having a weight of 1%
to 41% of his total program. Mr. Auhll's bonus program had payouts for
individual factors that range from 0% to 200% of the target values for 1997.
This resulted in an actual payout of $75,855 or 56% of his target bonus.
 
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)
 
    Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to publicly-held corporations for compensation
exceeding $1 million paid to certain of the Company's executive officers. In
1997, the performance-based compensation paid to the Company's executive
officers did not exceed the $1 million limit per officer. It is the Compensation
Committee's intention to review the Company's compensation policies and regulate
compensation levels in order to comply with the statute and avoid non-deductible
compensation payments.
 
                                          Respectfully submitted,
                                          Richard A. Auhll
                                          George A. Cloutier
                                          Harold R. Frank
 
          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    Directors Auhll, Cloutier and Frank comprised the Compensation Committee in
1997. Prior to Mr. Auhll's resignation in October, 1998, Mr. Auhll participated
in discussions regarding compensation for executive officers, except discussions
regarding his own compensation. As a concurrent member of the Compensation
Committee and employee of the Company, Mr. Auhll was ineligible to receive stock
option grants under the Company's stock option plans. The Compensation Committee
currently consists of Directors Blokker, Elson and Oberrotman.
 
    No other member of the Compensation Committee is a former or current officer
or employee of the Company or any of its subsidiaries. Furthermore, there are no
compensation committee interlocks between Circon and other entities involving
the Company's executive officers and board members.
 
                                      B-11
<PAGE>
                      BENEFICIAL OWNERSHIP OF COMMON STOCK
 
    The following table sets forth certain information as of October 23, 1998,
except as otherwise indicated, regarding the beneficial ownership of Common
Stock of Circon by (i) each person who is known to Circon to be the beneficial
owner of 5% or more of Circon's Common Stock, (ii) each Director of Circon,
(iii) certain executive officers of Circon and (iv) all directors and executive
officers as a group. To the Company's knowledge, the beneficial owners named in
the table have sole voting and investment power with respect to the shares.
 
<TABLE>
<CAPTION>
                                                         SHARES
                                                      BENEFICIALLY   PERCENT OF
NAME                                                     OWNED        CLASS(1)
----------------------------------------------------  ------------   -----------
<S>                                                   <C>            <C>
Tyco International Ltd. (2).........................   1,959,348(2)      14.3%
c/o Tyco International (US) Inc.
One Tyco Park
Exeter, NH 03833
Richard A. Auhll....................................   1,558,142(3)      11.3%
6500 Hollister Avenue
Santa Barbara, CA 93117
Circon Shareholders Committee (4)...................   1,230,715(4)       9.0%
c/o Mackenzie Partners Inc.
156 Fifth Avenue
New York, NY 10010
Harold R. Frank.....................................      53,277(5)     *
John F. Blokker.....................................      50,000(6)     *
R. Bruce Thompson...................................      44,774(7)     *
Frank D. D'Amelio...................................      33,937(8)     *
Winton L. Berci.....................................      23,128(9)     *
Charles M. Elson....................................      17,963(10)    *
George A. Cloutier..................................      16,000(11)    *
Victor H. Krulak....................................      15,463(12)    *
Andrew D. Simons....................................       3,158(13)    *
All directors and executive officers as a group (11
  persons)..........................................   1,831,414(14)     13.3%
</TABLE>
 
------------------------
 
*   Less than 1%
 
(1) Percent of the outstanding shares of Common Stock, treating as outstanding
    all shares issuable upon exercise of options held by the particular
    beneficial owners that are included in the first column.
 
(2) Information given is based on a Form 3 Initial Statement of Beneficial
    Ownership of Securities dated October 13, 1998 as filed with the Securities
    and Exchange Commission.
 
(3) Includes 100,000 shares subject to warrants exercisable currently or within
    60 days.
 
(4) The Circon Shareholders Committee members include Castlerigg Master
    Investments, Ltd., Sandell Asset Management Corp., Metropolitan Capital
    Advisors, Inc., Metropolitan Capital III, Inc., and P. Schoenfeld Asset
    Management, Inc. Information given is based on a Form 13D dated October 20,
    1998 and an amended Form 13D/A dated November 2, 1998 as filed with the
    Securities and Exchange Commission.
 
(5) Includes 18,858 shares subject to options exercisable currently or within 60
    days.
 
(6) Includes 50,000 shares subject to options exercisable currently or within 60
    days.
 
(7) Includes 11,428 shares subject to options exercisable currently or within 60
    days.
 
(8) Includes 33,937 shares subject to options exercisable currently or within 60
    days.
 
                                      B-12
<PAGE>
(9) Includes 22,628 shares subject to options exercisable currently or within 60
    days.
 
(10) Includes 11,000 shares subject to options exercisable currently or within
    60 days.
 
(11) Includes 16,000 shares subject to options exercisable currently or within
    60 days.
 
(12) Includes 11,000 shares subject to options exercisable currently or within
    60 days.
 
(13) Includes 2,858 shares subject to options exercisable currently or within 60
    days.
 
(14) Includes 291,281 shares subject to options exercisable currently or within
    60 days.
 
                            STOCK PERFORMANCE GRAPH
 
    The following graph shows the cumulative performance for the Company's
Common Stock over the last five years compared with the performance of the
NASDAQ Composite index (U.S. companies) and an index of NASDAQ-listed companies
with standard industrial classification codes beginning with "38" (SIC
3800-3899, Measuring, analyzing, and controlling instruments; photographic,
medical and optical goods; watches and clocks), published by the Center for
Research in Security Prices, University of Chicago. The price of the Common
Stock, and the levels of such indices, on December 31, 1992, have been converted
to a base of 100 in the graph. The performance shown is not necessarily
indicative of future performance.
 
    Shareholders interested in obtaining a list of companies included in the
industry index may do so by written request to the Company.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
   COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL
                   RETURNS
<S>                                             <C>                        <C>
Dollars
                                                       CIRCON CORPORATION    Nasdaq Stock Market (US Companies)
12/31/92                                                            100.0                                 100.0
12/31/93                                                             52.3                                 114.8
12/31/94                                                             48.9                                 112.2
12/31/95                                                             92.0                                 158.7
12/31/96                                                             69.3                                 195.2
12/31/97                                                             69.3                                 239.5
 
<CAPTION>
   COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL
                   RETURNS
<S>                                             <C>
Dollars
                                                  NASDAQ Stocks (SIC 3800-3899)
12/31/92                                                                  100.0
12/31/93                                                                   84.6
12/31/94                                                                   91.2
12/31/95                                                                  134.2
12/31/96                                                                  139.8
12/31/97                                                                  158.9
</TABLE>
 
<TABLE>
<CAPTION>
                                          12/31/92   12/31/93   12/31/94   12/31/95   12/31/96   12/31/97
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>
CIRCON CORPORATION                          100        52.3       48.9       92.0       69.3       69.3
Nasdaq Stock Mkt (US Companies)             100       114.8      112.2      158.7      195.2      239.5
NASDAQ Stocks (SIC 3800-3899)               100        84.6       91.2      134.2      139.8      158.9
</TABLE>
 
                                      B-13
