8-A12G 1 0001.txt FORM 8-A As filed with the Securities and Exchange Commission on September 22, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________ 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) 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]
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 ------------------- ------------------------------ None None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 -------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- 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 --------------------- Statement"). --------- Item 2. Exhibits -------- 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. -2- 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 ------------------------------------- James E. Brown, President, Chief Executive Officer and Director -3- INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 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. -4-