-----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, HDvTPnWKJOg4hm+jLgd5E/eGWpIOq7P9/bh6rFLGaNwyDXwi7dBv/gNIy8YxiznI Uxzt2jJZmAsxdFonp4J0Lg== 0000950172-01-500460.txt : 20010703 0000950172-01-500460.hdr.sgml : 20010703 ACCESSION NUMBER: 0000950172-01-500460 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010702 EFFECTIVENESS DATE: 20010702 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: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64418 FILM NUMBER: 1673970 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 1 genes8.txt S-8 As filed with the Securities and Exchange Commission on July 2, 2001 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 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 Redwood City, California 94063 (Address, Including Zip Code, of Registrant's Principal Executive Offices) 2001 Stock Option Plan 2001 Employee Stock Purchase Plan (Full Title of the Plans) Irene A. Chow Chairman of the Board of Directors and Chief Executive Officer Genelabs Technologies, Inc. 505 Penobscot Drive Redwood City, California 94063 (650) 369-9500 (Name, Address and Telephone Number, Including Area Code, of Agent For Service) Copies to: Gregory C. Smith Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 (650) 470-4500
CALCULATION OF REGISTRATION FEE ================================================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Amount To Be Offering Price Aggregate Offering Amount Of To Be Registered Registered (1) Per Share Price Registration Fee - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value, to be issued under the 2001 Stock Option Plan 2,500,000 $1.84 (2) $4,600,000 (1) $1,150.00 - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value, to be issued under the 2001 Employee Stock Purchase Plan 2,000,000 $1.84 (2) $3,680,000 (1) $920.00 =================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which may become issuable under 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. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefits plans described herein. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices for a share of common stock of Genelabs Technologies, Inc. as reported on the Nasdaq National Market on June 28, 2001. This Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act of 1933, as amended (the "Securities Act"). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* * The document(s) containing the information specified in Part I of Form S-8 have been or will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Genelabs Technologies, Inc. (the "Company or the "Registrant") hereby incorporates by reference into this Registration Statement the following documents: (a) Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed March 30, 2001. (b) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed May 15, 2001. (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on April 30, 1991, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Statements contained in this Registration Statement or in a document incorporated by reference may be modified or superseded by later statements in this Registration Statement or by statements in subsequent documents incorporated by reference, in which case you should refer to the later statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Our Amended and Restated Articles of Incorporation, our Bylaws and certain agreements to which we are a party require us to indemnify our directors, officers, employees and agents to the fullest extent permitted by California law. Based on such indemnification provisions, pursuant to Section 204 of the General Corporation Law of the State of California (the "California Code"), our directors will not be personally liable to the Company or to our shareholders for monetary damages for breach or alleged breach of the directors' duty of care or for conduct constituting negligence (or gross negligence) in the exercise of their fiduciary duties. Our directors will continue to be subject to personal liability to the company and our shareholders, however, for: o any breach of his or her duty of loyalty; o any acts or omissions not in good faith or involving intentional misconduct or knowing violations of law; o any illegal payments of dividends; and o any approval of any transaction from which a director derives an improper personal benefit. These provisions have no effect on claims against any of our directors in his or her capacity as an officer. Section 317 of the California Code has been interpreted to provide for the indemnification of directors, officers, employees and agents against liability and the entitlement to reimbursement of expenses incurred, under certain circumstances, for claims arising under the Securities Act. The Commission has adopted the position, however, that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. We currently maintain an insurance policy on behalf of our directors and officers against any liability asserted against them or which they incur acting in such capacity or arising out of their status as our director or officer. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits See Index to Exhibits. Item 9. Undertakings 1. The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (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 the 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 the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and, the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (b) 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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. 2. 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 Section 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 the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. 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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange 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. GENELABS TECHNOLOGIES, INC. REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS Exhibit Number Documents 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) 24.1 Power of Attorney (see page 7) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Redwood City, California, on this 2nd day of July, 2001. GENELABS TECHNOLOGIES, INC. By: /s/ Irene A. Chow ------------------------------------- Name: Irene A. Chow Title: Chairman of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Irene A. Chow and James A. D. Smith, and each of them, as his or her attorney-in-fact, with full power of substitution in each, for him or her in any and all capacities, to sign any amendments to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Irene A. Chow Chairman of the Board of July 2, 2001 - ---------------------------- Directors and Chief Irene A. Chow Executive Officer /s/ James A. D. Smith President and Director July 2, 2001 - ---------------------------- James A. D. Smith /s/ Matthew M. Loar Vice President, Finance July 2, 2001 - ---------------------------- Matthew M. Loar /s/ J. Richard Crout Director July 2, 2001 - ---------------------------- J. Richard Crout /s/ Thomas E. Dewey, Jr. Director July 2, 2001 - ---------------------------- Thomas E. Dewey, Jr. /s/ Arthur Gray, Jr. Director July 2, 2001 - ---------------------------- Arthur Gray, Jr. Director July __, 2001 - ---------------------------- H. H. Haight /s/ Alan Y. Kwan Director July 2, 2001 - ---------------------------- Alan Y. Kwan /s/ Nina K. Wang Director July 2, 2001 - ---------------------------- Nina K. Wang EX-5 2 s49911.txt EXHIBIT 5.1 EXHIBIT 5.1 July 2, 2001 Genelabs Technologies, Inc. 505 Penobscot Drive Redwood City, California 94063 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as special counsel to Genelabs Technologies, Inc., a California corporation (the "Company"), in connection with the registration of: (i) 2,000,000 shares of the Company's common stock, no par value ("Common Stock"), issuable pursuant to an amendment to the Company's 2001 Employee Stock Purchase Plan (the "ESPP"); and (ii) 2,500,000 shares of Common Stock issuable pursuant to an amendment to the Company's 2001 Stock Option Plan (the "SOP" and, together with the ESPP, the "Plans"). The 4,500,000 shares of Common Stock to be registered pursuant to the Plans, in aggregate, are collectively referred to herein as the "Shares." This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Company's Registration Statement on Form S-8, relating to the Shares, filed with the Securities and Exchange Commission (the "Commission") on or around July 2, 2001 under the Securities Act (together with all exhibits thereto, the "Registration Statement"); (ii) the Amended and Restated Articles of Incorporation of the Company, as currently in effect, (iii) the Bylaws of the Company, as currently in effect, (iv) a specimen certificate representing Common Stock (the "Form of Common Stock Certificate"); (v) the Plans; (vi) certain resolutions of the Board of Directors of the Company relating to the issuance and sale of the Shares and related matters; and (vi) the form of option agreement to be entered into between the Company and each of the employees, directors, officers, advisors and consultants receiving options under the Plans (the "Form of Option Agreement"). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed or to be executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. We have further assumed that any agreements that will be entered into between the Company and each of the employees, directors, officers, advisors and consultants receiving options under the Plans will conform to the Form of Option Agreement. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. We express no opinion as to any laws other than the California General Corporation Law. Based upon and subject to the foregoing, we are of the opinion that the Shares to be issued under the Plans have been duly authorized for issuance and, when the Shares have been issued, delivered and paid for in accordance with the terms and conditions of the Plans and the Form of Option Agreement, and the Form of Common Stock Certificate has been manually signed by an authorized officer of the transfer agent and registrar for the Shares and registered by such transfer agent and registrar, such Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-23 3 genconsent.txt EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of Genelabs Technologies, Inc. filed on or about July 2, 2001 of our report dated February 8, 2001, with respect to the consolidated financial statements of Genelabs Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. Palo Alto, California June 28, 2001 /s/ ERNST & YOUNG, LLP -----END PRIVACY-ENHANCED MESSAGE-----