As filed with the Securities and Exchange Commission on May 18, 2001
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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DURECT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 94-3297098
(State of incorporation) (I.R.S. Employer Identification No.)
10240 Bubb Road
Cupertino, CA 95014
(Address of principal executive offices)
_______________________
DURECT Corporation 2000 Employee Stock Purchase Plan
DURECT Corporation 2000 Stock Plan
Southern Research Technologies, Inc. 1995 Nonqualified Stock Option Plan
Southern BioSystems, Inc. 1993 Stock Option Plan
(Full title of the Plans)
_______________________
James E. Brown
Chief Executive Officer
DURECT Corporation
10240 Bubb Road
Cupertino, CA 95014
(408)777-1417
(Name, address and 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 Amount Maximum Maximum Amount of
to be Offering Aggregate Registration Fee
Title of Securities to be Registered Registered(1) Price Per Offering Price
Share
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DURECT Corporation 2000 Employee Stock
Purchase Plan Common Stock, $0.0001
par value................................. 225,000 Shares $7.3355 (2) $ 1,650,488 $ 412.62
DURECT Corporation 2000 Stock Plan
Common Stock, $0.0001 par value........... 2,250,000 Shares $8.6300 (3) $19,417,500 $4,854.38
Southern BioSystems, Inc. 1993 Stock Option
Plan (4) Common Stock, $0.01
par value................................. 462,713 Shares $8.6300 (3) $ 3,993,213 $ 998.30
Southern Research Technologies, Inc. 1995
Nonqualified Stock Option Plan (4)
Common Stock, $0.01 par value............. 170,207 Shares $8.6300 (3) $ 1,468,886 $ 367.22
TOTAL 3,107,920 Shares $26,530,087 $6,632.52
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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) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
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registration fee. The computation is based on the average of the high and
low sale prices of the Common Stock as reported on The Nasdaq National
Market on May 14, 2001, multiplied by 85%, which is the percentage of the
trading purchase price applicable to purchases under the referenced Plan.
(3) Estimated in accordance with Rule 457(h) under 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
prices of the Common Stock as reported on The Nasdaq National Market on May
14, 2001.
(4) Pursuant to an Agreement and Plan of Merger dated as of April 18, 2001,
among Registrant, Southern BioSystems, Inc. and Magnolia Acquisition
Corporation, Registrant assumed, effective April 30, 2001, all of the
outstanding options to purchase Common Stock of Southern BioSystems, Inc.
under both its 1993 Stock Option Plan and under Southern Research
Technologies, Inc. 1995 Nonqualified Stock Option Plan assumed by Southern
BioSystems, Inc. in 1991. Such options became exercisable to purchase
shares of Registrant's
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Common Stock, with appropriate adjustments to the number of shares and
exercise price of each assumed option.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Securities and Exchange Commission (the "SEC") requires us to
"incorporate by reference" certain of our publicly-filed documents into this
prospectus, which means that information included in those documents is
considered part of this prospectus. Information that we file with the SEC after
the effective date of this prospectus will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), until we
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terminate the effectiveness of this registration statement.
The following documents filed with the SEC are hereby incorporated by
reference:
(a) Our Registration on Form 10-K filed on March 30, 2001 (No. 000-31615),
which contains audited financial statements for our latest fiscal year for which
such statements have been filed.
(b) Our Registration on Form 10-Q filed on May 11, 2001 (No. 000-31615),
which contains condensed financial statements for the three months ended March
31, 2001.
(c) The description of our Common Stock in our Registration Statement on
Form 8-A filed with the SEC under Section 12 of the Exchange Act on September
22, 2000 (File No. 000-31615), including any amendments or reports filed for the
purpose of updating such description.
We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, other than exhibits to
those documents. You should direct any requests for documents to James E. Brown,
c/o DURECT Corporation, 10240 Bubb Road, Cupertino, CA 95014.
Item 4. Description of Securities. Not applicable.
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Item 5. Interests of Named Experts and Counsel.
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Certain legal matters with respect to the legality of the issuance of the
common stock registered hereby will be passed upon for the Registrant by Venture
Law Group in Menlo Park, California. As of the date of this Registration
Statement, attorneys of Venture Law Group beneficially own an aggregate of
8,643 shares of the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
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Our Certificate of Incorporation reduces the liability of a director to the
corporation or its shareholders for monetary damages for breaches of his or her
fiduciary duty of care to the fullest extent permissible under Delaware law.
Our Bylaws further provide for indemnification of corporate agents to
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the maximum extent permitted by the Delaware General Corporation Law. In
addition, we have entered into indemnification agreements with our officers and
directors.
Item 7. Exemption from Registration Claimed. Not applicable.
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Item 8. Exhibits.
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Exhibit
Number
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4.1 Southern BioSystems, Inc. 1993 Stock Option Plan
(as amended)
4.2 Southern Research Technologies, Inc. 1995 Nonqualified
Stock Option Plan (as amended)
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (see signature page).
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Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) that, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that
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a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in a successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
[Signature Page Follows]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
DURECT Corporation, a corporation organized and existing under the laws of the
State of Delaware, 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 Menlo Park, State of California, on this 18th
day of May, 2001.
DURECT Corporation
By: /s/ James E. Brown
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James E. Brown
Chief Executive Officer
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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 attorney-in-fact and agent, 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 the 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 attorney-in-fact and agent, 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/ Felix Theeuwes Chairman, Chief Scientific Officer May 18, 2001
- ---------------------------- and Director
Felix Theeuwes, D.Sc.
/s/ James E. Brown President, Chief Executive Officer May 18, 2001
- ---------------------------- and Director
James E. Brown, D.V.M.
/s/ Thomas A. Schreck Chief Financial Officer and Director May 18, 2001
- ----------------------------
Thomas A. Schreck
/s/ James R. Butler Director May 18, 2001
- ----------------------------
James R. Butler
/s/ John L. Doyle Director May 18, 2001
- ----------------------------
John L. Doyle
/s/ Douglas A. Lee Director May 18, 2001
- ----------------------------
Douglas A. Lee
/s/ Matthew V. McPherron Director May 18, 2001
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Matthew V. McPherron
/s/ Armand Nuekermans Director May 18, 2001
- ----------------------------
Armand Nuekermans
/s/ Albert L. Zesiger Director May 18, 2001
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Albert L. Zesiger
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INDEX TO EXHIBITS
Exhibit
Number
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4.1 Southern BioSystems, Inc. 1993 Stock Option Plan (as amended)
4.2 Southern Research Technologies, Inc. 1995 Nonqualified Stock Option
Plan (as amended)
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Ernst & Young LLP Independent Auditors
23.2 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (see signature page)