S-8 1 ds8.htm FORM S-8 Prepared by R.R. Donnelley Financial -- Form S-8
 
As filed with the Securities and Exchange Commission on August 29, 2002
Registration No. 333-            
 
 
UNITED STATES
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 or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
 
10240 Bubb Road
Cupertino, CA 95014
(Address of Principal Executive Offices)
 
 
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
(Name and address of agent for service)
 
(408) 777-1417
(Telephone number, including area code, of agent for service)
 
 
Copy to:
 
Mark B. Weeks
Stephen B. Thau
Ughetta T. Manzone
Venture Law Group
A Professional Corporation
2775 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
 
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
  
Amount to be
registered(1)
     
Proposed
maximum
offering price
per share
   
Proposed
maximum
aggregate
offering price
   
Amount of
registration
fee
DURECT Corporation 2000 Directors’ Stock Option Plan
Common Stock, $0.0001 par value
  
200,000 Shares
     
$4.965(2)
   
$993,000
   
$91.36
TOTAL
  
200,000 Shares
          
$993,000
   
$91.36
(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 solely for the purpose of calculating the registration fee. The computation with respect to unissued options is based upon the average high and low sale prices of the common stock as reported on the Nasdaq National Market on August 27, 2002.
 
The contents of the Registration Statement on Form S-8 filed by the issuer on October 5, 2000, file number 333-47400, are incorporated by reference. This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective.
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Cupertino, State of California, on August 29, 2002.
 
DURECT CORPORATION
By:
  
/s/    JAMES E. BROWN        
   
James E. Brown
President, Chief Executive Officer and a Director
 
 
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 attorneys-in-fact and agents, each 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 each 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-facts and agents, 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/    JAMES E. BROWN        
James E. Brown
   
President, Chief Executive Officer and a Director (Principal Executive Officer)
  
August 29, 2002
/s/    FELIX THEEUWES        
Felix Theeuwes
   
Chairman of the Board and Chief Scientific Officer
  
August 29, 2002
/s/    THOMAS A. SCHRECK        
Thomas A. Schreck
   
Chief Financial Officer and a Director (Principal Financial and Accounting Officer)
  
August 29, 2002
/s/    JAMES R. BUTLER        
James R. Butler
   
Director
  
August 29, 2002
/s/    JOHN L. DOYLE        
John L. Doyle
   
Director
  
August 29, 2002
/s/    MATTHEW V. MCPHERRON        
Matthew V. McPherron
   
Director
  
August 29, 2002
/s/    ARMAND P. NEUKERMANS        
Armand P. Neukermans
   
Director
  
August 29, 2002
/s/    ALBERT L. ZESIGER        
Albert L. Zesiger
   
Director
  
August 29, 2002
 

2

 
INDEX TO EXHIBITS
 
Exhibit Number
     
  5.1
   
Opinion of Venture Law Group, a Professional Corporation
23.1
   
Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1).
23.2
   
Consent of Ernst & Young LLP, Independent Auditors.
24.1
   
Powers of Attorney (see signature page).