-----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, OzLzmKp3udlEoHH3wOUH97uZTc4UPzU7ZyBu2a+ff064R3uJCpX3WnazlhjU9LKW udNJM6g0AslDBx3qdPc2cw== 0000950172-05-003127.txt : 20050926 0000950172-05-003127.hdr.sgml : 20050926 20050926170037 ACCESSION NUMBER: 0000950172-05-003127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050920 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050926 DATE AS OF CHANGE: 20050926 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19222 FILM NUMBER: 051103337 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 8-K 1 pal18422801.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 20, 2005 --------------------------- GENELABS TECHNOLOGIES, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter)
California 0-19222 94-3010150 - ---------------------------------- ------------------------------- -------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) 505 Penobscot Drive, Redwood City, California 94063 - ------------------------------------------------------------------ -------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 369-9500 ----------------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On September 20, 2005, Genelabs Technologies, Inc. ("Genelabs" or the "Company") received a staff determination letter from The Nasdaq Stock Market ("Nasdaq") stating that the Company had not regained compliance with the $1.00 minimum closing bid price requirement set forth in Marketplace Rule 4450(a)(5). The determination letter further states that the Company's common stock would be delisted on September 29, 2005, unless the Company requests a hearing to appeal the determination to delist its common stock to a Nasdaq Listing Qualification Panel. Genelabs plans to file such an appeal with Nasdaq and, pursuant to Marketplace Rule 4820(a), the Company's common stock will continue to trade on the Nasdaq National Market until the Listing Qualifications Panel reaches a decision regarding delisting. If the Company's appeal is unsuccessful, Genelabs intends to apply to transfer its common stock to the Nasdaq SmallCap Market. Genelabs currently complies with the requirements for listing on the Nasdaq SmallCap Market with the exception of the $1.00 minimum closing bid price requirement, although the Company cannot provide assurance that it will continue to meet the requirements for listing on the Nasdaq SmallCap Market. The determination letter provides Genelabs with an additional grace period through March 16, 2006 for compliance with the minimum closing bid price requirement if its listing is transferred to the Nasdaq SmallCap Market, during which Genelabs may effect the reverse stock split previously approved by the Company's shareholders, if necessary. Separately, the Company was advised by Nasdaq that as of September 7, 2005, Genelabs regained compliance with Marketplace Rule 4450 as, for a 10 consecutive trading day period, the Company's market value of listed securities was above the amount required to comply with Continued Listing Standard 2 of The Nasdaq National Market's Marketplace Rule 4450(b). Nasdaq had previously advised the Company on August 11, 2005 that it did not comply with Marketplace Rule 4450(a)(3) and the subsequent correspondence from Nasdaq has closed this matter. A copy of the press release announcing Genelabs' plan to appeal the determination letter is attached as Exhibit 99.1 hereto. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release of Registrant, dated September 26, 2005, entitled "Genelabs Plans to Appeal Staff Determination Letter from Nasdaq Regarding its Listing on the Nasdaq National Market System" SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. GENELABS TECHNOLOGIES, INC. By: /s/ Matthew M. Loar ------------------------------------ Name: Matthew M. Loar Title: Chief Financial Officer Date: September 26, 2005 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release of Registrant, dated September 26, 2005, entitled "Genelabs Plans to Appeal Staff Determination Letter from Nasdaq Regarding its Listing on the Nasdaq National Market" EX-99 2 genepr920.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 Genelabs Plans to Appeal Staff Determination Letter from Nasdaq Regarding its Listing on the Nasdaq National Market Redwood City, CA -- September 26, 2005 -- Genelabs Technologies, Inc. (Nasdaq: GNLB) announced that it has received a staff determination letter from the Nasdaq Stock Market (Nasdaq) stating that the company's common stock is subject to delisting from the Nasdaq National Market because the closing bid price of the company's common stock is not in compliance with the $1.00 minimum closing bid price requirement as set forth in Marketplace Rule 4450(a)(5). Such letters are standard procedure when a company does not meet the minimum closing bid price requirement. Genelabs has the right to appeal the Nasdaq staff determination to a Nasdaq Listings Qualification Panel and intends to timely request a hearing, which will automatically stay the delisting of Genelabs' common stock until the Panel reaches a decision. At the hearing, Genelabs intends to present a plan for its continued listing on the Nasdaq National Market. There can be no assurance that the Panel will grant Genelabs' request for continued listing on the Nasdaq National Market. If the Panel determines not to continue to list the company's common stock on the Nasdaq National Market, Genelabs intends to request the Panel to permit the company to transfer its common stock to the Nasdaq SmallCap Market. Genelabs currently complies with the requirements for initial listing on the Nasdaq SmallCap Market, except for the $1.00 minimum closing bid price. Under the rules of the Nasdaq SmallCap Market, Genelabs would have an additional grace period through March 16, 2006 to comply with the $1.00 minimum closing bid price requirement on the Nasdaq SmallCap Market, thereby providing the company with sufficient time to effect a reverse stock split that was approved by the company's shareholders on June 14, 2005. The company cannot provide assurance that in the future it will continue to meet the initial listing requirements for the Nasdaq SmallCap Market. About Genelabs - -------------- Genelabs Technologies, Inc. is a biopharmaceutical company focused on the discovery and development of pharmaceutical products to improve human health. We have built drug discovery and clinical development capabilities that can support various research and development projects. Genelabs is currently concentrating its capabilities on developing a late-stage product for lupus, discovering novel compounds that selectively inhibit replication of the hepatitis C virus and advancing preclinical development of compounds from this hepatitis C virus drug discovery program. We believe that these high-risk, potentially high reward programs focus our research and development expertise in areas where we have the opportunity to generate either first-in-class or best-in-class products that will address diseases for which current therapies are inadequate. For more information, please visit www.genelabs.com. Note: Genelabs(R) and the Genelabs logo are registered trademarks and Prestara(TM) is a trademark of Genelabs Technologies, Inc. NOTE ON FORWARD LOOKING STATEMENTS AND RISKS: This press release contains forward-looking statements including statements regarding the appeal of the staff determination letter from Nasdaq, the continued trading of the company's stock on the Nasdaq National Market, the intention to file an application to the Nasdaq SmallCap Market, and the compliance with Nasdaq SmallCap Market listing requirements. These forward-looking statements are based on Genelabs' current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from the statements made. Uncertainties and risks include, without limitation, delisting of Genelabs common stock from the Nasdaq National Market; fluctuations in Genelabs' stock price; events which reduce Genelabs' future prospects, thus negating any advantage that may be anticipated from a reverse stock split; failures or setbacks in our HCV research programs or in our collaboration with Gilead; progress and announcements by competitors regarding their HCV programs; regulatory problems or delays regarding Prestara(TM), including an adverse response from the FDA or a determination to discontinue development of Prestara; increases in expenses and Genelabs' capital requirements and history of operating losses. Please see the information appearing in the Genelabs' filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, under the captions "Risk Factors" and "Forward-Looking Statements" for more discussion regarding these uncertainties and risks and others associated with the company's research programs, early stage of development and other risks which may affect the company or cause actual results to differ from those included in the forward-looking statements. Genelabs does not undertake any obligation to update these forward-looking statements or risks to reflect events or circumstances after the date of this release. -----END PRIVACY-ENHANCED MESSAGE-----