10-K/A 1 d64945e10vkza.htm AMENDMENT TO FORM 10-K e10vkza
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
on
Form 10-K/A
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                          to                                          
Commission File Number: 0-19222
Genelabs Technologies, Inc.
(Exact name of registrant as specified in its charter)
     
     
California   94-3010150
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
505 Penobscot Drive,   94063
Redwood City, California   (Zip Code)
(Address of principal executive offices)    
Registrant’s telephone number, including area code (650) 369-9500
Securities registered pursuant to Section 12(b) of the Act:
     
Title of Each Class of Securities   Name of Each Exchange on Which Listed
Common Stock, no par value   The Nasdaq Stock Market LLC
    (Nasdaq Capital Market)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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
 
      (Do not check if a smaller reporting company)   company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
Aggregate market value of Common Stock held by non-affiliates of the registrant, as of June 29, 2007: $70,932,000 based on the last reported sales price on the Nasdaq Capital Market.
Number of shares of registrant’s Common Stock outstanding on March 13, 2008: 43,256,000
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for its 2008 Annual Meeting of Shareholders to be held on June 13, 2008 are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) hereof.
 
 

 


 

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Explanatory Note
     Genelabs Technologies, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 31, 2008 (the “Original Filing”), to amend the certifications of the Company’s Executive Chairman of the Board and Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended (the “Certifications”), to correct an inadvertent omission of a portion of paragraph 4 of the Certifications. The Certifications are included herewith as Exhibits 31.01 and 31.02.
     Except for the filing of the amended Certifications as described above, this Form 10-K/A does not modify or update any previously reported financial statements or other disclosures in, or exhibits to, the Original Filing.
PART IV
Item 15.   Exhibits, Financial Statement Schedules.
     (a)(3) and (b) Index to Exhibits. The following documents are filed herewith.
     
Exhibit No.   Exhibit Title
31.01
  Certification of Executive Chairman of the Board pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
 
   
31.02
  Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

 


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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  GENELABS TECHNOLOGIES, INC.
(Registrant)
 
 
  By:   /s/ Frederick W. Driscoll    
    Frederick W. Driscoll   
    President and Chief Executive Officer
and Principal Financial Officer 
 
 
November 5, 2008

 


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EXHIBIT INDEX
     
Exhibit No.   Exhibit Title
31.01
  Certification of Executive Chairman of the Board pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
 
   
31.02
  Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.