As filed with the Securities and Exchange Commission on January 11, 2002
Registration No. 333___________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
DURECT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 94-3297098
(State or other jurisdiction of (I.R.S. Employer
incorporation on or organization) Identification No.)
10240 Bubb Road
Cupertino, CA 95014
(Address of Principal Executive Offices)
_______________________
Southern BioSystems, Inc. 1993 Stock Option Plan
Southern Research Technologies, Inc. 1995 Nonqualified Stock Option Plan
(Full title of the plans)
_______________________
James E. Brown
Chief Executive Officer
DURECT Corporation
10240 Bubb Road
Cupertino, CA 95014
(Name and address of agent for service)
(408) 777-1417
(Telephone number, including area code, of agent for service)
_______________________
Copy to:
Mark B. Weeks
Stephen B. Thau
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of each class of securities Amount to be offering price aggregate registration
to be registered registered(1) per share offering price fee
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Southern BioSystems, Inc. 1993 Stock Option Plan
Common Stock, $0.0001 par value ............... 118,396 Shares $10.99(2) $1,301,172.04 $310.98
Southern Research Technologies, Inc. 1995
Nonqualified Stock Option Plan Common Stock,
$0.0001 par value ............................. 73,402 Shares $10.99(2) $ 806,687.98 $192.80
TOTAL 191,798 Shares $2,107,860.02 $503.78
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(1) This registration statement shall also cover any additional shares of
common stock which become issuable under any of the plans being registered
pursuant to this registration statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the registrant's outstanding shares of common stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act (the
"Securities Act") solely for the purpose of calculating the registration
fee. The computation with respect to unissued options is based on the
average of the high and low sale price of the common stock as reported on
The Nasdaq National Market on January 7, 2002.
The contents of the Registration Statement on Form S-8 filed by the issuer
on May 18, 2001, file number 333-61244, are incorporated by reference. This
Registration Statement relates solely to the registration of additional
securities of the same class as other securities for which a registration
statement on this form relating to an employee benefit plan is effective.
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[Signature Pages Follow]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cupertino, State of California on January 11, 2002.
DURECT Corporation
By: /s/ James E. Brown
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James E. Brown
President and Chief Executive Officer
-3-
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James E. Brown and Thomas A. Schreck,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ James E. Brown President, Chief Executive Officer and January 11, 2002
------------------------- Director (Principal Executive Officer)
James E. Brown
/s/ Felix Theeuwes Chairman and Chief Scientific Officer January 11, 2002
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Felix Theeuwes
/s/ Thomas A. Schreck Chief Financial Officer and Director January 11, 2002
--------------------- (Principal Financial and
Thomas A. Schreck Accounting Officer)
/s/ James R. Butler Director January 11, 2002
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James R. Butler
/s/ John L. Doyle Director January 11, 2002
-----------------
John L. Doyle
/s/ Matthew V. McPherron Director January 11, 2002
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Matthew V. McPherron
/s/ Armand P. Neukermans Director January 11, 2002
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Armand P. Neukermans
/s/ Albert L. Zesiger Director January 11, 2002
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Albert L. Zesiger
INDEX TO EXHIBITS
Exhibit
Number
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5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney (see signature page).