SC 13G 1 0001.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* DURECT CORP ------------------------------------- (Name of Issuer) Common Stock, $.001 par value ---------------------------------------------------------- (Title of Class of Securities) 266605 10 4 ------------------------------------ (CUSIP Number) December 31, 2000 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ------------------------------------------------------------------------------ CUSIP No. 266605 10 4 13G Page 2 of 7 Pages ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Brookside Capital Partners Fund, L.P. EIN No.: 04-3313066 ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 3,990,514 Shares SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 3,990,514 Shares PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 0 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,990,514 Shares ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.58% 11 ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 PN ------------------------------------------------------------------------------ 2 Item 1(a). NAME OF ISSUER The name of the issuer to which this filing on Schedule 13G relates is Durect Corp (the "Company"). Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES The principal executive offices of the Company are located at 10240 Bubb Road, Cupertino, CA 95104. Item 2(a). NAME OF PERSON FILING This Statement is being filed on behalf of Brookside Capital Partners Fund, L.P. (the "Brookside Fund"). Brookside Capital Investors, L.P., a Delaware limited partnership ("Brookside Investors"), is the sole general partner of the Brookside Fund. Brookside Capital Investors, Inc., a Delaware corporation ("Brookside Inc."), is the sole general partner of Brookside Investors. Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE The principal business address of each of the Brookside Fund, Brookside Investors and Brookside Inc. is Two Copley Place, Boston, Massachusetts 02116. Item 2(c). CITIZENSHIP Each of the Brookside Fund, Brookside Investors and Brookside Inc. is organized under the laws of the State of Delaware. Item 2(d). TITLE OF CLASS OF SECURITIES The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, $.001 Par Value. Item 2(e). CUSIP NUMBER The CUSIP number of the Company's Common Stock, one is 266605 10 4. Item 3. IF THIS STATEMENT IS FILED PURSUANT TO (S)(S) 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable. (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with (S)13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F). 3 (g) [ ] A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J). [x] IF THIS STATEMENT IS FILED PURSUANT TO (S)240.13D-1(C), CHECK THIS BOX. Item 4. OWNERSHIP Item 4(a). AMOUNT BENEFICIALLY OWNED As of the close of business on December 31, 2000, the Brookside Fund owned 3,990,514 Shares of Common Stock outstanding of the Company. The Brookside Fund has the sole power to vote and dispose of the shares of Common Stock. The Brookside Fund acts by and through its general partner, Brookside Investors. Brookside Investors acts by and through its general partner, Brookside Inc. Mr. W. Mitt Romney is the sole shareholder, sole director, President and Chief Executive Officer of Brookside Inc. and thus is the controlling person of Brookside Inc. No person other than the respective owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock. Item 4(b). PERCENT OF CLASS As of the close of business on December 31, 2000, the Brookside Fund owned 8.58% of the Common Stock outstanding of the Company. The aggregate percentage of Common Stock reported owned by the Brookside Fund is based upon 46,530,860 outstanding, which is the total number of Common Stock outstanding as of November 10, 2000 based on representations made in the Company's quarterly report for the quarter ending September 30, 2000 on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2000. Item 4(c). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 3,990,514 Shares (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 3,990,514 Shares (iv) shared power to dispose or to direct the disposition of:0 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable. 4 Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable. Item 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. 5 Item 10. CERTIFICATION By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Dated: January 14, 2001 BROOKSIDE CAPITAL PARTNERS FUND, L.P. By: /s/ Roy Edgar Brakeman, III ---------------------------- Name: Roy Edgar Brakeman, III Title: Managing Director 6