<PAGE>
As filed with the Securities and Exchange Commission on October 5, 2000
Registration No. 333-__________
================================================================================
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 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 1998 Incentive Stock Plan
DURECT Corporation 2000 Stock Plan
DURECT Corporation 2000 Directors' 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)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Amount Maximum Maximum
to be Offering Aggregate Amount of
Title of Securities to be Registered Registered(1) Price Per Offering Price Registration Fee
Share
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2000 Employee Stock Purchase Plan
Common Stock, $0.0001 par value........... 150,000 Shares $11.7406 (2) $1,761,098 $ 464.93
1998 Stock Option Plan
Common Stock, $0.0001 par value........... 325,750 Shares $ 0.21 (3) $68,408 $ 18.06
2000 Stock Plan
Common Stock, $0.0001 par value........... 1,179,800 Shares $13.8125 (4) $16,295,988 $4,302.14
2000 Directors' Stock Option Plan
Common Stock, $0.0001 par value........... 300,000 Shares $13.8125 (4) $ 4,143,750 $1,093.95
TOTAL 1,955,550 Shares $22,269,236 $5,879.08
</TABLE>
_______________________
(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
--------------
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 October 4, 2000, multiplied by 85%, which is the percentage of
the trading purchase price applicable to purchases under the referenced
Plan.
(3) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. The computation is based
on the weighted average per share exercise price (rounded to nearest cent)
of outstanding options under the referenced plan, the shares issuable under
which are registered hereby.
(4) 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 October 4, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
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
------------
terminate the effectiveness of this registration statement.
The following documents filed with the SEC are hereby incorporated by
reference:
(a) Our Registration Statement on Form S-1 filed on April 20, 2000, as
amended (No. 333-35316), which contains audited financial statements for our
latest fiscal year for which such statements have been filed.
(b) Not Applicable.
(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.
-------------------------
Item 5. Interests of Named Experts and Counsel. Not applicable.
--------------------------------------
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
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 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.
-----------------------------------
Item 8. Exhibits.
--------
Exhibit
Number
-------
II-1
<PAGE>
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).
---------------
Item 9. Undertakings.
-------------
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 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]
II-2
<PAGE>
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 5th day
of October, 2000.
DURECT Corporation
By: /s/ James E. Brown
--------------------------------
James E. Brown
Chief Executive Officer
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James E. Brown, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Felix Theeuwes Chairman, Chief Scientific Officer October 5, 2000
------------------------------------ and Director
Felix Theeuwes, D.Sc.
/s/ James E. Brown President, Chief Executive Officer October 5, 2000
------------------------------------ and Director
James E. Brown, D.V.M.
/s/ Thomas A. Schreck Chief Financial Officer and Director October 5, 2000
------------------------------------
Thomas A. Schreck
/s/ James R. Butler Director October 5, 2000
------------------------------------
James R. Butler
/s/ John L. Doyle Director October 5, 2000
------------------------------------
John L. Doyle
/s/ Douglas A. Lee Director October 5, 2000
------------------------------------
Douglas A. Lee
/s/ Matthew V. McPherron Director October 5, 2000
------------------------------------
Matthew V. McPherron
/s/ Albert L. Zesiger Director October 5, 2000
------------------------------------
Albert L. Zesiger
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
----------
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)
