POS AM 1 pa83783.txt POST-EFFECTIVE AMENDMENT #1 TO FORM S-3 REG. STMT As filed with the Securities and Exchange Commission on November 21, 2002 Registration No. 333-34630 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 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 (650) 369-9500 (Address, Including Zip Code, of Registrant's Principal Executive Offices) ________________ Heather Criss Keller, Esq. 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) ________________ Copy to: Gregory C. Smith, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 (650) 470-4500 ________________ Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If only securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reimbursement plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ] ___________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ____________ If deliver of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] =============================================================================== EXPLANATORY NOTE Genelabs Technologies, Inc. (the "Registrant") filed a registration statement on Form S-3 (Registration No. 333-34630) (the "Registration Statement"), which originally registered 5,000,000 shares of common stock, no par value, of the Registrant, to be sold from time to time. Pursuant to the undertaking in Item 17 of Part II of the Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister the 120,729 shares of common stock registered by the Registration Statement that remain unsold as of the date hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that, at the time the Registration Statement was filed, it met all of the requirements for filing on Form S-3 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 Redwood City, California, on this 21st day of November, 2002. GENELABS TECHNOLOGIES, INC. By: /s/ Irene A. Chow ------------------------------- Name: Irene A. Chow Title: Chairman, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the 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, Chief Executive November 21, 2002 Irene A. Chow Officer and Director /s/ Matthew M. Loar ------------------------ Chief Financial Officer November 21, 2002 Matthew M. Loar * ------------------------ Director November 21, 2002 J. Richard Crout * ------------------------ Director November 21, 2002 Thomas E. Dewey, Jr. * ------------------------ Director November 21, 2002 Arthur Gray, Jr. ------------------------ Director November 21, 2002 H. H. Haight * ------------------------ Director November 21, 2002 Alan Y. Kwan * ------------------------ President and Director November 21, 2002 James A. D. Smith ------------------------ Director November 21, 2002 Nina K. Wang * By: /s/ Irene A Chow ------------------------ Irene A. Chow Attorney-in-Fact