As filed with the Securities and Exchange Commission on May 17, 2006
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.) |
2 Results Way
Cupertino, CA 95014
(Address of Principal Executive Offices)
DURECT Corporation 2000 Employee
DURECT Corporation 2000 Stock Plan
(Full title of the plan)
James E. Brown
Chief Executive Officer
DURECT Corporation
2 Results Way
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 LLP
275 Middlefield Road
Menlo Park, California 94025
(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 |
||||||||
|
DURECT Corporation 2000 Employee Stock Purchase Plan |
||||||||||||
|
Common Stock, $0.0001 par value |
225,000 Shares | $ | 4.05 | (2) | $ | 911,250 | $ | 97.50 | ||||
|
DURECT Corporation 2000 Stock Plan |
||||||||||||
|
Common Stock, $0.0001 par value |
2,250,000 Shares | $ | 4.77 | (3) | $ | 10,732,500 | $ | 1,148.38 | ||||
|
Total |
2,475,000 Shares | $ | 11,643,750 | $ | 1,245.88 | |||||||
| (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 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 May 15, 2006, 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 May 15, 2006. |
In accordance with General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 filed by the issuer on May 6, 2005, file number 333-124701, 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 May 17, 2006.
| DURECT CORPORATION | ||
| By: |
/s/ James E. Brown |
|
|
James E. Brown President, Chief Executive Officer and a Director |
||
-3-
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James E. Brown and Felix Theeuwes, 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) |
May 17, 2006 | ||
|
/s/ Felix Theeuwes Felix Theeuwes |
Chairman of the Board and Chief Scientific Officer |
May 17, 2006 | ||
|
/s/ Jian Li Jian Li |
Principal Financial and Accounting Officer |
May 17, 2006 | ||
|
/s/ Simon X. Benito Simon X. Benito |
Director |
May 17, 2006 | ||
|
/s/Michael D. Casey Michael D. Casey |
Director |
May 17, 2006 | ||
|
/s/ David R. Hoffmann David R. Hoffmann |
Director |
May 17, 2006 | ||
|
/s/ Armand P. Neukermans Armand P. Neukermans |
Director |
May 17, 2006 | ||
|
/s/ Jon S. Saxe Jon S. Saxe |
Director |
May 17, 2006 | ||
-4-
INDEX TO EXHIBITS
|
Exhibit Number |
||
| 5.1 | Opinion of Heller Ehrman LLP. | |
| 23.1 |
Consent of Heller Ehrman 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
May 17, 2006
DURECT Corporation
2 Results Way
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 May 17, 2006 in connection with the registration under the Securities Act of 1933, as amended, of a total of 2,475,000 shares of your Common Stock (the “ Shares ”) reserved for issuance under the DURECT Corporation 2000 Stock Plan and DURECT Corporation 2000 Employee Stock Purchase 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 LLP |
|
/s/ Heller Ehrman LLP |
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 and DURECT Corporation 2000 Employee Stock Purchase Plan of our reports dated March 9, 2006, 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, 2005, DURECT Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of DURECT Corporation, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
May 15, 2006