-----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, ID5bkr5NmjCw4BQBOidBBBme2joffqHeIQxq0Xhs06fJeqBl0paamhkou+6MW0mm bE8uD63o8rGTWOcCRr3MRw== 0000950123-09-000795.txt : 20090116 0000950123-09-000795.hdr.sgml : 20090116 20090116114335 ACCESSION NUMBER: 0000950123-09-000795 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090116 DATE AS OF CHANGE: 20090116 EFFECTIVENESS DATE: 20090116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENELABS TECHNOLOGIES INC /CA CENTRAL INDEX KEY: 0000874443 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943010150 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-108604 FILM NUMBER: 09530329 BUSINESS ADDRESS: STREET 1: 505 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503969500 MAIL ADDRESS: STREET 1: 505 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 S-8 POS 1 y74047asv8pos.htm POST-EFFECTIVE AMENDMENT TO FORM S-8 S-8 POS
Table of Contents

As filed with the Securities and Exchange Commission on January 16, 2009
Registration No. 333-108604
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-108604
UNDER THE SECURITIES ACT OF 1933
 
Genelabs Technologies, Inc.
(Exact Name of Registrant as specified in its charter)
     
California   94-3010150
(Jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
505 Penobscot Drive
Redwood City, California 94063
(650) 369-9500
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
2001 Stock Option Plan
(Full Title of the Plan)
 
William Mosher
President and Chief Executive Officer
Genelabs Technologies, Inc.
505 Penobscot Drive
Redwood City, California 94063
(650) 369-9500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
        (Do not check if a smaller reporting company)    
 
 

 

TABLE OF CONTENTS

SIGNATURES

Table of Contents

DEREGISTRATION OF UNSOLD SECURITIES
     This Post-Effective Amendment relates to the following Registration Statement on Form S-8 of Genelabs Technologies, Inc. (the “Company”):
     File No. 333-108604, pertaining to the registration of 2,000,000 shares of common stock, no par value per share of the Company (“Common Stock”), filed with the Securities and Exchange Commission (the “SEC”) and effective on September 8, 2003 (the “Registration Statement”).
     On October 29, 2008, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with SmithKline Beecham Corporation (“SKB”) and Gemstone Acquisition Corporation (the “Purchaser”). The Agreement contemplated that the Company would merge with and into Purchaser, with the Company surviving as a wholly-owned subsidiary of SKB (the “Merger”). The Merger became effective on January 7, 2009 (the “Effective Date”) as a result of filing a Certificate of Ownership with the Secretary of State of the State of California.
     As of the Effective Date, each share of common stock of the Company issued and outstanding immediately prior to the Merger was cancelled and (other than the shares held in the treasury of the Company or owned by SKB or any wholly-owned subsidiary of SKB or the Company or held by stockholders who properly exercised dissenters’ appraisal rights under California law) converted into the right to receive $1.30 per share, without interest thereon and less an required withholding taxes.
     As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. The Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statement.

 

Table of Contents

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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 16, 2009.
         
  Genelabs Technologies, Inc.
 		  
  By:   /s/ William Mosher    
    Name:   William Mosher   
    Title:   Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated.
         
Signatures   Title   Date
 
        
/s/ William Mosher
 
William Mosher
  President, Chief Executive
Officer and Director 		  January 16, 2009
 
        
/s/ Audrey Klijian
 
Audrey Klijian
  Chief Financial Officer and Director    January 16, 2009

 

-----END PRIVACY-ENHANCED MESSAGE-----