<PAGE>

         As filed with the Securities and Exchange Commission on June 15, 2001.
                                                    Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               -------------------

                                  VERSICOR INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                  04-3278032
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

                              34790 Ardentech Court
                            Fremont, California 94555
                    (Address of principal executive offices)


                    VERSICOR INC. 1997 EQUITY INCENTIVE PLAN
                            (Full title of the plan)


                              George F. Horner III
                                President and CEO
                              34790 Ardentech Court
                            Fremont, California 94555
                                 (510) 739-3000
(Name, address, and telephone number, including area code, of agent for service)

                               -------------------

                                     COPY TO
                                 Peter T. Healy
                              O'Melveny & Myers LLP
                             Embarcadero Center West
                               275 Battery Street
                         San Francisco, California 94111
                                 (415) 984-8700

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================== ==================== ===================== ======================= =====================
Title of securities to be   Amount to be         Proposed maximum      Proposed maximum        Amount of
registered                  registered           offering price per    aggregate offering      registration fee
                                                 unit                  price
--------------------------- -------------------- --------------------- ----------------------- ---------------------
<S>                         <C>                  <C>                   <C>                     <C>
Common Stock, $.001 par     3,535,383 shares(1)  $12.20(2)             $43,131,673(2)          $10,783(2)
value
=========================== ==================== ===================== ======================= =====================
</TABLE>

(1)        This registration statement covers, in addition to the number of
           shares of Common Stock stated above, options and other rights to
           purchase or acquire the shares of Common Stock covered by the
           Prospectus, and pursuant to Rule 416(c) under the Securities Act of
           1933, as amended (the "Securities Act"), an additional indeterminate
           number of shares, options and rights, which by reason of certain
           events specified in the Versicor Inc. 1997 Equity Incentive Plan (the
           "Plan") may become subject to the Plan.

(2)        Pursuant to Rule 457(h), the maximum offering price, per share and in
           the aggregate, and the registration fee were calculated based upon
           the average of the high and low prices of the Common Stock on
           June 11, 2001, as reported on the Nasdaq National Market System.

The Exhibit Index for this Registration Statement is at page 6.

<PAGE>


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
optionees as specified by Rule 428(b)(1) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents of Versicor Inc. (the "Company") filed with
the Commission are incorporated herein by reference:

                  (a) the Company's Annual Report on Form 10-K for the year
         ended December 31, 2001, (registration number 000-31145);

                  (b) the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 2001 (registration number 000-31145); and

                  (c) the description of the Company's Common Stock contained
         in its Registration Statement on Form 8-A filed with the Commission on
         July 25, 2000 (registration number 000-31145)(which incorporates the
         description of the Common Stock from the Company's Registration
         Statement on Form S-1, dated March 22, 2000, as subsequently amended
         (registration number 333-33022)).

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into the prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Company's Common Stock, par value $0.001 (the "Common Stock"), is
registered pursuant to Section 12 of the Exchange Act. Therefore, the
description of the securities is omitted.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


                                      1
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Sections 102(b)(7) and 145 of the Delaware General
Corporation Law, the Company's Restated Certificate of Incorporation and Amended
and Restated Bylaws include provisions eliminating or limiting the personal
liability of the members of the Company's board of directors to the Company and
its stockholders for monetary damages for breach of fiduciary duty as a
director. This does not apply for any breach of a director's duty of loyalty to
the Company or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, for
paying an unlawful dividend or approving an illegal stock repurchase, or for any
transaction from which a director derived an improper personal benefit.

         The Company's Restated Certificate of Incorporation and Amended and
Restated Bylaws also provide that the Company has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the Company) by reason of the fact that the person
is or was a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement and reasonably incurred in connection with such action, suit or
proceeding. The Company's power to indemnify applies only if the person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.

         In the case of an action by or in the right of the Company, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the court in which such action or suit was brought
shall determine that despite the adjudication of liability such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper. To the extent a director or officer of the Company has been
successful in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him or her in connection therewith.

         The Company has the power to purchase and maintain insurance on behalf
of any person covering any liability incurred by such person in his or her
capacity as a director, officer, employee or agent of the Company, or arising
out of his or her status as such, whether or not the Company would have the
power to indemnify him or her against such liability.

         The foregoing summaries are necessarily subject to the complete text of
the statute, Amended and Restated Bylaws and Restated Certificate of
Incorporation referred to above and are qualified in their entirety by reference
thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         See the attached Exhibit Index at page 6.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:


                                      2
<PAGE>


                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement or any material change to such
                                    information in this Registration Statement;

                          provided, however, that paragraphs (a)(1)(i) and
                                    (a)(1)(ii) do not apply if the information
                                    required to be included in a post-effective
                                    amendment by those paragraphs is contained
                                    in periodic reports filed by the registrant
                                    with or furnished to the Commission pursuant
                                    to Section 13 or 15(d) of the Exchange Act
                                    that are incorporated by reference in this
                                    Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in this Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      3
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Fremont, State of California, on June 15, 2001.

                                  VERSICOR INC.

                                  By:      /s/ George F. Horner III
                                           ---------------------------------
                                           George F. Horner III
                                           President and
                                           Chief Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
George F. Horner III and Dov A. Goldstein, M.D. and each one of them, acting
individually and without the other, as his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, 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 to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
              Signature                                       Title                                 Date
              ---------                                       -----                                 ----
<S>                                           <C>                                                <C>

/s/ David V. Milligan, Ph.D.                          Chairman of the Board                      June 15, 2001
------------------------------------
David V. Milligan, Ph.D


/s/ George F. Horner III                      President, Chief Executive Officer and             June 15, 2001
------------------------------------                         Director
George F. Horner III                               (principal executive officer)


/s/ Richard J. White, Ph.D.                     Executive Vice President, Chief                  June 15, 2001
------------------------------------            Scientific Officer and Director
Richard J. White, Ph.D


/s/ Dov A. Goldstein, M.D.                          Vice President-Finance and                   June 15, 2001
------------------------------------                 Chief Financial Officer
Dov A. Goldstein, M.D.                     (principal financial and accounting officer)

</TABLE>


                                      4
<PAGE>
<TABLE>
<CAPTION>
              Signature                                       Title                                 Date
              ---------                                       -----                                 ----
<S>                                           <C>                                                <C>

/s/ Timothy J. Barberich                                     Director                            June 15, 2001
------------------------------------
Timothy J. Barberich

/s/ James H. Cavanaugh, Ph.D.                                Director                            June 15, 2001
------------------------------------
James H. Cavanaugh, Ph.D

/s/ Mark Leschly                                             Director                            June 15, 2001
------------------------------------
Mark Leschly

/s/ Lori F. Rafield, Ph.D.                                   Director                            June 15, 2001
------------------------------------
Lori F. Rafield, Ph.D

/s/ Christopher T. Walsh, Ph.D.                              Director                            June 15, 2001
------------------------------------
Christopher T. Walsh, Ph.D

</TABLE>

                                      5
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER    DESCRIPTION
-------   -----------
<S>       <C>
4.1*      Versicor Inc. 1997 Equity Incentive Plan.

4.2*      Form of Common Stock Certificate.

5.1       Opinion of O'Melveny & Myers, LLP (opinion regarding legality).

23.1      Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2      Consent of O'Melveny & Myers, LLP (included in Exhibit 5.1).

24.1      Powers of Attorney (included in this Registration Statement on page 4).

</TABLE>

* Previously filed and incorporated by reference from the Company's Registration
Statement on Form S-1 filed with the Commission on March 22, 2000 (registration
number 333-33022), as amended.


                                      6
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{"company-data": {"conformed-name": "VERSICOR INC /CA", "cik": "0001052547", "assigned-sic": "2834", "irs-number": "043278032", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63072", "film-number": "1661301"}, "business-address": {"street1": "34790 ARDENTECH COURT", "street2": "510-739-3000", "city": "FREMONT", "state": "CA", "zip": "94555"}, "mail-address": {"street1": "34790 ARDENTECH COURT", "city": "FREMONT", "state": "CA", "zip": "94555"}}
As filed with the Securities and Exchange Commission on June 15, 2001.
                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               -------------------

                                  VERSICOR INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                  04-3278032
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

                              34790 Ardentech Court
                            Fremont, California 94555
                    (Address of principal executive offices)

                    VERSICOR INC. 1997 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                              George F. Horner III
                                President and CEO
                              34790 Ardentech Court
                            Fremont, California 94555
                                 (510) 739-3000
(Name, address, and telephone number, including area code, of agent for service)

                               -------------------

                                     COPY TO
                                 Peter T. Healy
                              O'Melveny & Myers LLP
                             Embarcadero Center West
                               275 Battery Street
                         San Francisco, California 94111
                                 (415) 984-8700

                         CALCULATION OF REGISTRATION FEE
=========================== ==================== ===================== ======================= =====================
Title of securities to be   Amount to be         Proposed maximum      Proposed maximum        Amount of
registered                  registered           offering price per    aggregate offering      registration fee
                                                 unit                  price
--------------------------- -------------------- --------------------- ----------------------- ---------------------
Common Stock, $.001 par     3,535,383 shares(1)  $12.20(2)             $43,131,673(2)          $10,783(2)
value
=========================== ==================== ===================== ======================= =====================
(1)        This registration statement covers, in addition to the number of
           shares of Common Stock stated above, options and other rights to
           purchase or acquire the shares of Common Stock covered by the
           Prospectus, and pursuant to Rule 416(c) under the Securities Act of
           1933, as amended (the "Securities Act"), an additional indeterminate
           number of shares, options and rights, which by reason of certain
           events specified in the Versicor Inc. 1997 Equity Incentive Plan (the
           "Plan") may become subject to the Plan.

(2)        Pursuant to Rule 457(h), the maximum offering price, per share and in
           the aggregate, and the registration fee were calculated based upon
           the average of the high and low prices of the Common Stock on
           June 11, 2001, as reported on the Nasdaq National Market System.

The Exhibit Index for this Registration Statement is at page 6.
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
optionees as specified by Rule 428(b)(1) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents of Versicor Inc. (the "Company") filed with
the Commission are incorporated herein by reference:

                  (a) the Company's Annual Report on Form 10-K for the year
         ended December 31, 2001, (registration number 000-31145);

                  (b) the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 2001 (registration number 000-31145); and

                  (c) the description of the Company's Common Stock contained
         in its Registration Statement on Form 8-A filed with the Commission on
         July 25, 2000 (registration number 000-31145)(which incorporates the
         description of the Common Stock from the Company's Registration
         Statement on Form S-1, dated March 22, 2000, as subsequently amended
         (registration number 333-33022)).

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into the prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Company's Common Stock, par value $0.001 (the "Common Stock"), is
registered pursuant to Section 12 of the Exchange Act. Therefore, the
description of the securities is omitted.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                      1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Sections 102(b)(7) and 145 of the Delaware General
Corporation Law, the Company's Restated Certificate of Incorporation and Amended
and Restated Bylaws include provisions eliminating or limiting the personal
liability of the members of the Company's board of directors to the Company and
its stockholders for monetary damages for breach of fiduciary duty as a
director. This does not apply for any breach of a director's duty of loyalty to
the Company or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, for
paying an unlawful dividend or approving an illegal stock repurchase, or for any
transaction from which a director derived an improper personal benefit.

         The Company's Restated Certificate of Incorporation and Amended and
Restated Bylaws also provide that the Company has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the Company) by reason of the fact that the person
is or was a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement and reasonably incurred in connection with such action, suit or
proceeding. The Company's power to indemnify applies only if the person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.

         In the case of an action by or in the right of the Company, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the court in which such action or suit was brought
shall determine that despite the adjudication of liability such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper. To the extent a director or officer of the Company has been
successful in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him or her in connection therewith.

         The Company has the power to purchase and maintain insurance on behalf
of any person covering any liability incurred by such person in his or her
capacity as a director, officer, employee or agent of the Company, or arising
out of his or her status as such, whether or not the Company would have the
power to indemnify him or her against such liability.

         The foregoing summaries are necessarily subject to the complete text of
the statute, Amended and Restated Bylaws and Restated Certificate of
Incorporation referred to above and are qualified in their entirety by reference
thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         See the attached Exhibit Index at page 6.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                                      2
(i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement or any material change to such
                                    information in this Registration Statement;

                          provided, however, that paragraphs (a)(1)(i) and
                                    (a)(1)(ii) do not apply if the information
                                    required to be included in a post-effective
                                    amendment by those paragraphs is contained
                                    in periodic reports filed by the registrant
                                    with or furnished to the Commission pursuant
                                    to Section 13 or 15(d) of the Exchange Act
                                    that are incorporated by reference in this
                                    Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in this Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      3
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Fremont, State of California, on June 15, 2001.

                                  VERSICOR INC.

                                  By:      /s/ George F. Horner III
                                           ---------------------------------
                                           George F. Horner III
                                           President and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
George F. Horner III and Dov A. Goldstein, M.D. and each one of them, acting
individually and without the other, as his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, 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 to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                                       Title                                 Date
              ---------                                       -----                                 ----
/s/ David V. Milligan, Ph.D.                          Chairman of the Board                      June 15, 2001
------------------------------------
David V. Milligan, Ph.D

/s/ George F. Horner III                      President, Chief Executive Officer and             June 15, 2001
------------------------------------                         Director
George F. Horner III                               (principal executive officer)

/s/ Richard J. White, Ph.D.                     Executive Vice President, Chief                  June 15, 2001
------------------------------------            Scientific Officer and Director
Richard J. White, Ph.D

/s/ Dov A. Goldstein, M.D.                          Vice President-Finance and                   June 15, 2001
------------------------------------                 Chief Financial Officer
Dov A. Goldstein, M.D.                     (principal financial and accounting officer)
4
Signature                                       Title                                 Date
              ---------                                       -----                                 ----
/s/ Timothy J. Barberich                                     Director                            June 15, 2001
------------------------------------
Timothy J. Barberich

/s/ James H. Cavanaugh, Ph.D.                                Director                            June 15, 2001
------------------------------------
James H. Cavanaugh, Ph.D

/s/ Mark Leschly                                             Director                            June 15, 2001
------------------------------------
Mark Leschly

/s/ Lori F. Rafield, Ph.D.                                   Director                            June 15, 2001
------------------------------------
Lori F. Rafield, Ph.D

/s/ Christopher T. Walsh, Ph.D.                              Director                            June 15, 2001
------------------------------------
Christopher T. Walsh, Ph.D
5
EXHIBIT INDEX
EXHIBIT
NUMBER    DESCRIPTION
-------   -----------
4.1*      Versicor Inc. 1997 Equity Incentive Plan.

4.2*      Form of Common Stock Certificate.

5.1       Opinion of O'Melveny & Myers, LLP (opinion regarding legality).

23.1      Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2      Consent of O'Melveny & Myers, LLP (included in Exhibit 5.1).

24.1      Powers of Attorney (included in this Registration Statement on page 4).
* Previously filed and incorporated by reference from the Company's Registration
Statement on Form S-1 filed with the Commission on March 22, 2000 (registration
number 333-33022), as amended.

                                      6