SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2001
DURECT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 000-31615 94-3297098
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
10240 Bubb Road
Cupertino, CA 95014
(Address of principal executive offices) (Zip code)
(408) 777-1417
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
(a) On April 30, 2001, DURECT Corporation, a Delaware corporation (the
"Company") acquired Southern BioSystems, Inc. a privately held Alabama
corporation ("Target"), by the merger (the "Merger") of Magnolia Acquisition
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Corporation, an Alabama corporation and wholly owned subsidiary of the Company
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(the "Sub") with and into the Target. The Merger was accomplished pursuant to
the Agreement and Plan of Merger, dated as of April 18, 2001, among the Company,
Target and Sub (the "Merger Agreement"). The Merger occurred following the
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approval of the Merger Agreement and the Merger by the shareholders of the
Target pursuant to a shareholders meeting held on April 30, 2001 and
satisfaction of certain other closing conditions. As a result of the Merger,
Target became a wholly owned subsidiary of the Company and each outstanding
share of Target Common Stock was converted into the right to receive shares of
the Company's Common Stock.
Under the terms of the acquisition, the Company issued 1,350,560 shares of
common stock, and agreed to issue up to 724,856 additional shares of common
stock upon the exercise of outstanding Target options and warrants, in exchange
for all of Target's outstanding equity interests, and assumed approximately $1.7
million in debt. At the time of the registration of these shares with the
Securities and Exchange Commission, which is expected to be in the fourth
quarter of 2001, the Company may be required to issue additional shares of
common stock to former Target shareholders, as well as reserve additional shares
for issuance upon the exercise of outstanding Target options and warrants,
depending on the Company's stock price at the time. The total number of shares
issued and shares reserved for issuance upon the exercise of outstanding Target
options and warrants will be determined by dividing $24.9 million by the
Company's stock price at the time, subject to certain conditions. Up to
4,150,843 additional shares may be issued and reserved for issuance upon the
exercise of outstanding Target options and warrants. The transaction is intended
to qualify as a tax-free reorganization and is being accounted for using the
purchase method of accounting.
The number of shares of the Company's Common Stock to be issued in the
Merger was determined by arms-length negotiations among the parties.
(b) Target designs, develops, licenses and manufactures controlled-release
products, and through its wholly-owned subsidiary, Birmingham Polymers, Inc.
("BPI"), Target also designs, develops and manufactures biodegradable polymers.
The Company intends to continue such business.
(a) Financial Statements of Business Acquired.
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It is currently impracticable for the Company to provide the required
financial statements. In accordance with Item 7(a)(4) of the Instructions to
Form 8-K, the Company will file such financial statements as soon as they are
available, and in no event later than 60 days from the date of the 8-K filing.
(b) Pro Forma Financial Information.
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It is currently impracticable for the Company to provide the required
financial statements. In accordance with Items 7(a)(4) and 7(b)(2) of the
Instructions to Form 8-K, the
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Company will file such financial statements as soon as they are available, and
in no event later than 60 days from the date of the 8-K filing.
(c) Exhibits.
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2.1 Agreement and Plan of Merger dated April 18, 2001, among the
Company, Target and Magnolia Acquisition Corporation.
99.1 Press Release dated April. 30, 2001 announcing the acquisition
of Southern BioSystems, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
DURECT Corporation
(Registrant)
Date: May 15, 2001 By: /s/ James E. Brown
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James E. Brown
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated April 18, 2001, among the
Company, Target and Magnolia Acquisition Corporation.
99.1 Press Release dated April 30, 2001 announcing the acquisition of
Southern BioSystems, Inc.
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