-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L268smC916349LtaLabwA05I2yto6bOlaF8344UpYqNxhUab4K9F7N24vVx2ophq vXz3s/yuXDRCNk/PUAwpEg== 0000891618-97-001203.txt : 19970317 0000891618-97-001203.hdr.sgml : 19970317 ACCESSION NUMBER: 0000891618-97-001203 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970314 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENELABS TECHNOLOGIES INC /CA CENTRAL INDEX KEY: 0000874443 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 943050093 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42078 FILM NUMBER: 97556837 BUSINESS ADDRESS: STREET 1: 505 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 4153699500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERON INTERNATIONAL LTD CENTRAL INDEX KEY: 0001019354 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: K3 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CHINA CHEM GOLDEN PLAZA TOP FLOOR STREET 2: 77 MODY ROAD CITY: KOWLOON STATE: K3 ZIP: 00000 BUSINESS PHONE: 85227398811 SC 13D/A 1 SCHEDULE 13D AMENDMENT #2 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2) GENELABS TECHNOLOGIES, INC. ------------------------------ (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 368706107 ------------------------------ (CUSIP Number) Joseph Leung Veron International Limited Top Floor - ChinaChem Golden Plaza 77 Mody Road, Tsimshatsui East Kowloon, Hong Kong ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) February 24, 1997 ------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ]. Exhibit index on Page 6. Page 1 of 6 Pages 2 Page 2 of 6 Pages SCHEDULE 13D CUSIP No. 368706107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Veron International Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 5,391,633 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER None 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 5,391,633 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER None 3 Page 3 of 6 Pages 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,391,633 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14% 14. TYPE OF REPORTING PERSON* CO 4 Page 4 of 6 Pages Item 1. Security and Issuer. The security in reference is Common Stock of Genelabs Technologies, Inc. The principal office is located at 505 Penobscot Drive, Redwood City, California 94063-4738. Item 2. Identity and Background. a) Veron International Limited ("Veron") b) c/o Chinachem Golden Plaza, Top Floor, 77 Mody Road, Tsimshatsui East, Kowloon, Hong Kong c) Veron International Limited is an investment holding company d) Not applicable e) Not applicable f) British Virgin Islands Veron is an investment holding company which is controlled by Ms. Nina Wang. The names of each executive officer and director of Veron are as follows: Officers: --------- Ms. Nina T.H. Wang Mr. Joseph Leung Wing Kong President & Treasurer Vice President & Secretary c/o Chinachem Golden Plaza, Top Floor c/o Chinachem Golden Plaza, Top Floor 77 Mody Road 77 Mody Road Kowloon, Hong Kong Kowloon, Hong Kong Directors: ---------- Ms. Nina T.H. Wang Mr. Joseph Leung Wing Kong c/o Chinachem Golden Plaza, Top Floor c/o Chinachem Golden Plaza, Top Floor 77 Mody Road 77 Mody Road Kowloon, Hong Kong Kowloon, Hong Kong Mr. Chan Kam Por Mr. Li Kwok Kee c/o Chinachem Golden Plaza, Top Floor c/o Chinachem Golden Plaza, Top Floor 77 Mody Road 77 Mody Road Kowloon, Hong Kong Kowloon, Hong Kong
5 Page 5 of 6 Pages To the knowledge of Veron, during the last five years none of such persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The securities were purchased with cash from working capital. Item 4. Purpose of Transaction. Securities were purchased for investment purposes. a) Not applicable. b) Not applicable. c) Not applicable. d) Not applicable. e) Not applicable. f) Not applicable. g) Not applicable. h) Not applicable. i) Not applicable. j) Not applicable. Item 5. Interest in Securities of the Issuer a) There are currently 39,212,846 shares of Common Stock issued and outstanding. The 5,391,633 shares currently owned by Veron represent 14% of such total. Ms. Wang was appointed as a member of the Board of Directors of Genelabs on February 6, 1997. In connection with this appointment she received options to purchase 20,000 shares of Genelabs common stock at $6.25 per share. 10,000 shares vest on February 6, 1998 and 10,000 vest on February 6, 1999. The options expire on February 6, 2002. 6 Page 6 of 6 Pages b) Veron has sole power to vote and to dispose of the 5,391,633 shares currently owned. c) On February 29, 1996, Veron purchased from the Company a total of 812,211 shares pursuant to the exercise of a warrant for $3.39 per share. In addition, from July 8, 1996 to August 5, 1996 Veron purchased a total of 355,000 shares in open market transactions at an average price per share of approximately $5.00. d) Not applicable. e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Veron and the Company entered into a Common Stock Purchase Agreement (the "Purchase Agreement"), dated November 15, 1996 (the "Agreement"). The Agreement provides that the Company will issue a total of 2.6 million shares of Common Stock (the "Shares") to Veron at $4.00 per share. Pursuant to the Agreement, 700,000 shares were issued at the first closing on November 18, 1996, and the remaining shares were issued at the second closing on February 24, 1997 upon the early termination of the Hart-Scott-Rodino waiting period. The Agreement includes customary representations and warranties of the Company and the Purchaser. In addition, the Agreement provides that Veron cannot sell any of the Shares for one year following the date of the Agreement without the prior written consent of the Company. The agreement does not grant any registration rights in favor of Veron. The Agreement also provides that the Company will pay to Veron or its affiliate $950,000 in lieu of any broker's fees or commissions and to cover Veron's fees and expenses. Item 7. Material to be Filed as Exhibits. Not applicable. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: March 14, 1997 ------------------- VERON INTERNATIONAL LIMITED By: /s/ Joseph W. K. Leung ----------------------------- Title: Director --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----