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As filed with the Securities and Exchange Commission on September 22, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DURECT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3297098
(State of incorporation or organization) (IRS Employer Identification No.)
10240 Bubb Road
Cupertino, CA 95014
(Address of principal executive offices, including Zip Code)
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If this form relates to the registration of a If this form relates to the registration
class of securities pursuant to Section 12(b) of a class of securities pursuant to
of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is
to General Instruction A.(c), check the effective pursuant to General
following box. [_] Instruction A.(d), check the following
box. [X]
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Securities Act registration statement file number to which this form relates:
333-35316 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (SEC File No. 333-35316) (the "Form S-1 Registration
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Statement").
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Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1. Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form
S-1 Registration Statement.
2.1 Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.1 to the Form
S-1 Registration Statement.
2.2 Amendment to Amended and Restated Certificate of
Incorporation -- incorporated herein by reference to Exhibit
3.2 to the Form S-1 Registration Statement.
2.3 Amended and Restated Certificate of Incorporation to become
effective upon completion of the Registrant's initial public
offering -- incorporated herein by reference to Exhibit 3.3
to the Form S-1 Registration Statement.
2.4 Bylaws -- incorporated herein by reference to Exhibit 3.4
to the Form S-1 Registration Statement.
2.5 Bylaws to become effective upon completion of the
Registrant's initial public offering -- incorporated herein
by reference to Exhibit 3.5 to the Form S-1 Registration
Statement.
2.6 Second Amended and Restated Investor's Rights Agreement
dated March 28, 2000 between the Registrant and certain
holders of the Registrant's securities -- incorporated
herein by reference to Exhibit 4.2 to the Form S-1
Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: September 22, 2000 DURECT CORPORATION
By: /s/ James E. Brown
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James E. Brown, President,
Chief Executive Officer and Director
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INDEX TO EXHIBITS
Exhibit No. Description
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1. Specimen certificate for Registrant's Common Stock -- incorporated
herein by reference to Exhibit 4.1 to the Form S-1 Registration
Statement.
2.1 Amended and Restated Certificate of Incorporation -- incorporated
herein by reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
2.2 Amendment to Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.2 to the Form S-1
Registration Statement.
2.3 Amended and Restated Certificate of Incorporation to become
effective upon completion of the Registrant's initial public
offering --incorporated herein by reference to Exhibit 3.3 to the
Form S-1 Registration Statement.
2.4 Bylaws -- incorporated herein by reference to Exhibit 3.4 to the
Form S-1 Registration Statement.
2.5 Bylaws to become effective upon completion of the Registrant's
initial public offering -- incorporated herein by reference to
Exhibit 3.5 to the Form S-1 Registration Statement.
2.6 Second Amended and Restated Investor's Rights Agreement dated
March 28, 2000 between the Registrant and certain holders of the
Registrant's securities -- incorporated herein by reference to
Exhibit 4.2 to the Form S-1 Registration Statement.
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