-----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, EsZDyHaN1kpAc1rRxyDFT3RAUqMX4C6K4NpqH0ddxTTY+nnaPjX47tU09k8nQD9P bNRL35v7os0WT0xeSfal8w== 0000950172-05-002619.txt : 20050811 0000950172-05-002619.hdr.sgml : 20050811 20050811151654 ACCESSION NUMBER: 0000950172-05-002619 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050811 DATE AS OF CHANGE: 20050811 EFFECTIVENESS DATE: 20050811 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: 1933 Act SEC FILE NUMBER: 333-127441 FILM NUMBER: 051016795 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 pal177927.txt FORM S-8 As filed with the Securities and Exchange Commission on August 11, 2005 Registration No. 333- UNITED STATES 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 of Principal Executive Offices) (Zip Code) 2001 Stock Option Plan 2001 Employee Stock Purchase Plan (Full Title of the Plan) Adrian Arima, Esq. Vice President, General Counsel Genelabs Technologies, Inc. 505 Penobscot Drive Redwood City, California 94063 (Name and Address of Agent For Service) (650) 369-9500 (Telephone Number, Including Area Code, of Agent For Service) Copies to: Gregory C. Smith, Esq. 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 (2) Price (1) Registration Fee - -------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value, to be issued under the 2001 Stock Option Plan 4,000,000 $0.57 $2,280,000 - -------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value, to be 2,000,000 $0.57 $1,140,000 issued under the 2001 Employee Stock Purchase Plan - -------------------------------------------------------------------------------------------------------------------------- Total 6,000,000 $0.57 $3,420,000 $402.53 ==========================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which may become issuable under the Plan being registered pursuant to this Registration Statement by reason of any future 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. (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 August 9, 2005. 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"). Pursuant to Instruction E to Form S-8, the Registrant hereby incorporates by reference the contents of Registrant's Registration Statement on Form S-8 (File No. 333-64418) filed July 2, 2001, as amended September 8, 2003 (File No. 333-108604). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits Exhibit Number Description - -------------- ----------- 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Genelabs Technologies, Inc. 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 the city of Redwood City, state of California, on August 11, 2005. GENELABS TECHNOLOGIES, INC. /s/ James A.D. Smith -------------------------------- Name: James A.D. Smith Title: President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James A.D. Smith and Matthew M. Loar, and each of them individually (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney-in-fact may deem necessary or advisable under the Securities Act of 1933, and any rules regulations and requirements of the Securities Exchange Commission in connection with the registration of these securities of the registrant, including to sign this registration statement and any and all amendments (including post-effective amendments) and additions to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated, as of August 11, 2005. Signature Title - --------- ----- Principal Executive Officer: /s/ James A.D. Smith - ----------------------------- President, Chief Executive Officer and James A.D. Smith Director Principal Financial and Accounting Officer: /s/ Matthew M. Loar - -------------------------- Chief Financial Officer Matthew M. Loar Additional Directors: /s/ Irene A. Chow - ---------------------------- Chairman of the Board Irene A. Chow, Ph.D. /s/ Arthur Gray - --------------------------- Director Arthur Gray, Jr. /s/ H.H. Haight - --------------------------- Director H.H. Haight /s/ Alan Y. Kwan - --------------------------- Director Alan Y. Kwan INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page hereto) EX-5 2 gene5.txt EXHIBIT 5.1 EXHIBIT 5.1 August 10, 2005 Genelabs Technologies, Inc. 505 Penobscot Drive Redwood City, California 94063 Re: Genelabs Technologies, Inc. Form S-8 Registration Statement ------------------------------- 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) 4,000,000 shares (the "Option Shares") of common stock of the Company, no par value per share (the "Common Stock"), issuable under the Company's 2001 Stock Option Plan (the "Stock Option Plan") and (ii) 2,000,000 shares (together with the Option Shares, the "Shares") of Common Stock issuable under the Company's 2001 Employee Stock Purchase Plan (the "Stock Purchase Plan" and together with the Stock Option Plan, the "Plans"). 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 "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 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission") on the date hereof; (ii) a specimen certificate representing the Common Stock; (iii) the Amended and Restated Certificate of Incorporation of the Company, as presently in effect; (iv) the Amended and Restated Bylaws of the Company, as presently in effect; (v) the Plans; and (vi) certain resolutions of the Board of Directors of the Company relating to the issuance and sale of the Shares and related matters. 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 public officials, 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, conformed 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 or will have the power, corporate or other, to enter into and perform all obligations thereunder, and we 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. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. We have also assumed that each award agreement setting forth the terms of each grant of options or other awards under the Plans is consistent with the respective Plan and has been duly authorized and validly executed and delivered by the parties thereto. We do not express any opinion as to the laws of any jurisdiction other than the corporate laws of the State of California, and we do not express any opinion as to the effect of any other laws on the opinion stated herein. Based upon and subject to the foregoing, we are of the opinion that when (i) the Registration Statement becomes effective under the Act; (ii) certificates representing the Shares to be issued under the Plans in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar, and such certificates have been delivered and paid for in accordance with the terms and conditions of the Plan, the issuance and sale of such Shares will have been duly authorized, and 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 this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP San Francisco, California August 10, 2005 EX-23 3 gene23.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the 2001 Stock Option Plan and 2001 Employee Stock Purchase Plan, as amended, of our reports dated March 8, 2005, 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, 2004, Genelabs Technologies, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Genelabs Technologies, Inc., filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Palo Alto, California August 9, 2005 -----END PRIVACY-ENHANCED MESSAGE-----