As filed with the Securities and Exchange Commission on November 12, 2004
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 Stock Plan
(Full title of the plan)
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
Heller Ehrman White & McAuliffe LLP
2775 Sand Hill Road
Menlo Park, California 94025
(650)
(Calculation of Registration Fee on following page)
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(2) |
|||||||
|
DURECT Corporation 2000 Stock Plan |
|||||||||||
|
Common Stock, $0.0001 par value |
2,250,000 Shares | $ | 1.80 | $ | 4,050,000 | $ | 513.14 | ||||
| (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 November 8, 2004. |
The contents of the Registration Statement on Form S-8 filed by the issuer on August 29, 2003, file number 333-108390, 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 November 12, 2004.
|
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) |
November 12, 2004 | ||
|
/s/ Felix Theeuwes Felix Theeuwes |
Chairman of the Board and Chief Scientific Officer |
November 12, 2004 | ||
|
/s/ Thomas A. Schreck Thomas A. Schreck |
Chief Financial Officer and a Director
|
November 12, 2004 | ||
|
/s/Michael D. Casey Michael D. Casey |
Director |
November 12, 2004 | ||
|
/s/ David R. Hoffmann David R. Hoffmann |
Director |
November 12, 2004 | ||
|
/s/ Armand P. Neukermans Armand P. Neukermans |
Director |
November 12, 2004 | ||
|
/s/ Albert L. Zesiger Albert L. Zesiger |
Director |
November 12, 2004 | ||
INDEX TO EXHIBITS
|
Exhibit Number |
||
| 5.1 | Opinion of Heller Ehrman White & McAuliffe LLP. | |
| 23.1 |
Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1). |
|
| 23.2 | Consent of Independent Registered Public Accounting Firm. | |
| 24.1 | Powers of Attorney (see signature page). | |
Exhibit 5.1
November 12, 2004
DURECT Corporation
10240 Bubb Road
Cupertino, CA 95014
Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “ Registration Statement ”) filed by you with the Securities and Exchange Commission (the “ Commission ”) on November 12, 2004 in connection with the registration under the Securities Act of 1933, as amended, of a total of 2,250,000 shares of your Common Stock (the “ Shares ”) reserved for issuance under the DURECT Corporation 2000 Stock Plan. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares.
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,
Heller Ehrman White & McAuliffe LLP
/s/ Heller Ehrman White & McAuliffe LLP
MBW
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the DURECT Corporation 2000 Stock Plan of our report dated January 30, 2004, with respect to the consolidated financial statements and schedule of DURECT Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
November 10, 2004