-----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, SkEPIT6+2i2OiM+7FUtOPIWItP6t4ZN2dt8lmVI5ZC8sLV2hzAHpuoFls34aJQx9 gUn/KOOay3oCeY5gQFij3A== 0001341004-05-000600.txt : 20051220 0001341004-05-000600.hdr.sgml : 20051220 20051219205651 ACCESSION NUMBER: 0001341004-05-000600 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051219 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051220 DATE AS OF CHANGE: 20051219 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: 051274068 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 pal192244.txt FORM 8-K 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) December 19, 2005 ---------------------- GENELABS TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) California 0-19222 94-3010150 - -------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of 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 8.01 OTHER EVENTS On December 19, 2005, Genelabs Technologies, Inc. (the "Company"), announced the implementation of a reverse stock split whereby, effective December 19, 2005, each five shares of the Company's common stock, no par value (the "Common Stock") was converted into one share of Common Stock. The reverse stock split was approved by the Company's shareholders at the Company's 2005 annual meeting of shareholders and subsequently approved by the Company's board of directors on December 5, 2005. A copy of the press release announcing the implementation of the reverse stock split is filed as Exhibit 99.1 hereto. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number Description - ------ ----------- 99.1 Press Release dated December 19, 2005 SIGNATURE 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 thereunto duly authorized. GENELABS TECHNOLOGIES, INC. By: /s/ Matthew M. Loar -------------------- Name: Matthew M. Loar Title: Chief Financial Officer Date: December 20, 2005 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release dated December 19, 2005 EX-99 2 ex99.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ Contact: Matthew M. Loar Chief Financial Officer 650-562-1424 FOR IMMEDIATE RELEASE: - ---------------------- Genelabs Implements Previously Announced Reverse Stock Split Redwood City, Calif. - December 19, 2005 - Genelabs Technologies, Inc. (Nasdaq:GNLB; GNLBD) said today that its previously announced one-for-five reverse split of the company's common stock has become effective, with post-split trading expected to begin when the Nasdaq Capital Market opens for trading this morning. For a period of 20 trading days beginning with the effectiveness of the reverse split, Genelabs' common stock will trade on a post-split basis under the trading symbol "GNLBD" as an interim symbol to denote its new status. After this interim period, Genelabs' common stock will resume trading under the symbol "GNLB." The reverse split was approved by the company's shareholders at the company's annual shareholder meeting on June 14, 2005. Pursuant to this authorization, on December 5, 2005, Genelabs' board of directors approved the implementation of the reverse split. The reverse split is intended to broaden Genelabs' investor base and help the company regain compliance with Nasdaq's $1.00 minimum bid price listing requirement by increasing the share price and decreasing the number of shares, warrants and options outstanding. Immediately prior to the reverse split, Genelabs had 88,868,865 shares of common stock issued and outstanding. After the effectiveness of the reverse split, there are approximately 17,773,773 shares of common stock issued and outstanding. 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 capabilities that can support various research and development projects. Genelabs is currently concentrating these capabilities on 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, while also developing a late-stage product for lupus. 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 timing of the effectiveness of the reverse split of Genelabs' common stock and the trading price of Genelabs common stock after the reverse split is implemented. 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, fluctuations in Genelabs' stock price; events which reduce Genelabs' future prospects, problems in initiating manufacturing or IND-enabling studies; 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 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-----