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 (I.R.S. Employer
incorporation or organization) Identification No.)
10240 Bubb Road
Cupertino, CA 95014
(Address of Principal Executive Offices)
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DURECT Corporation 2000 Employee Stock Purchase Plan
DURECT Corporation 2000 Stock 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 on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of each class of securities Amount to be offering price aggregate registration
to be registered registered(1) per share offering price fee
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DURECT Corporation 2000 Employee Stock Purchase Plan
Common Stock,
$0.0001 par value ....................... 225,000 Shares $6.532(2) $ 1,469,700.00 $ 135.21
DURECT Corporation 2000 Stock Plan
Common Stock,
$0.0001 par value ...................... 2,250,000 Shares $7.685(3) $17,291,250.00 $1,590.80
TOTAL 2,475,000 Shares $18,760,950.00 $1,726.01
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(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 upon the average of the high and low sale prices of the common stock as reported on the Nasdaq National Market on April 9, 2002, multiplied by 85%, which is the percentage of the trading purchase price applicable to purchases under the referenced Plan.
(3) 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 April 9, 2002.
The contents of the Registration Statement on Form S-8 filed by the issuer on May 18, 2001, file number 333-61244, 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.
[Signature Pages Follow]
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 April 12, 2002.
DURECT CORPORATION
By: /s/ James E. Brown
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James E. Brown
President, Chief Executive Officer and a
Director
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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
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/s/ James E. Brown President, Chief Executive Officer and a April 12, 2002
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James E. Brown Director (Principal Executive Officer)
/s/ Felix Theeuwes Chairman of the Board and Chief Scientific April 12, 2002
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Felix Theeuwes Officer
/s/ Thomas A. Schreck Chief Financial Officer and a Director April 12, 2002
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Thomas A. Schreck (Principal Financial and Accounting
Officer)
/s /James R. Butler Director April 12, 2002
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James R. Butler
/s/ John L. Doyle Director April 12, 2002
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John L. Doyle
/s/ Matthew V. McPherron Director April 12, 2002
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Matthew V. McPherron
/s/ Armand P. Neukermans Director April 12, 2002
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Armand P. Neukermans
/s/ Albert L. Zesiger Director April 12, 2002
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Albert L. Zesiger
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INDEX TO EXHIBITS
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).
April 12, 2002
DURECT Corporation
10240 Bubb Road
Cupertino, CA 95014
Ladies and Gentlemen:
It is our opinion that upon conclusion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares, and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares when issued and sold in the manner described in the Registration Statement will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
MBW
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the DURECT Corporation 2000 Stock Plan and the DURECT Corporation 2000 Employee Stock Purchase Plan of our report dated January 25, 2002, with respect to the consolidated financial statements and schedule of DURECT Corporation included in its Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission.
/s/ Ernst & Young, LLP
Palo Alto, California
April 11, 2002
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