-----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, TSfEbanbc8nklsSZ7WCPRx2t+l3U79//wn4PLnt8+rlzAJrNfSJokAZtc8M89Nna mqsLcXjCJ4BA0kpP216WRg== 0001341004-06-002092.txt : 20060803 0001341004-06-002092.hdr.sgml : 20060803 20060803163155 ACCESSION NUMBER: 0001341004-06-002092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060728 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060803 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: 061002430 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 pa212172.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): July 28, 2006 Genelabs Technologies, Inc. --------------------------- (Exact Name of Registrant as Specified in its Charter) California 0-19222 94-3010150 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 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: [ ] 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 1.01. Entry into a Material Definitive Agreement On July 28, 2006, the Board of Directors of Genelabs Technologies, Inc. approved the renewal of the Genelabs Technologies, Inc. Annual and Long-Term Incentive Based Compensation Program (the "Plan") through February 28, 2007. A copy of the Plan is filed as Exhibit 10.01 to this Current Report on Form 8-K, and is incorporated herein by reference. Item 2.02. Results of Operations and Financial Condition On August 3, 2006, Genelabs Technologies, Inc. announced its financial results for the second quarter and first half of 2006. A copy of the related press release is furnished as Exhibit 99.01 hereto. The information in this Form 8-K (including Exhibit 99.01) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (c) Exhibits Exhibit Number Description - -------------- ----------- 10.01 Registrant's Amended and Renewed 1994 Annual and Long-Term Incentive Based Compensation Plan. 99.01 Press Release of Registrant, dated August 3, 2006, entitled "Genelabs Technologies, Inc. Reports Financial Results for the Second Quarter and First Half of 2006." 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 hereunto duly authorized. Genelabs Technologies, Inc. Date: August 4, 2006 By: /s/ James Smith --------------------------- Name: James Smith Title: Chief Executive Officer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 10.01 Registrant's Amended and Renewed 1994 Annual and Long-Term Incentive Based Compensation Plan. 99.01 Press Release of Registrant, dated August 3, 2006, entitled "Genelabs Technologies, Inc. Reports Financial Results for the Second Quarter and First Half of 2006." EX-10 2 genelabs10-1.txt EXHIBIT 10.01 EXHIBIT 10.01 GENELABS TECHNOLOGIES, INC. ANNUAL & LONG-TERM INCENTIVE BASED COMPENSATION PLAN Effective July 29, 1994, Amended October 7, 1994 Amended & Renewed July 29, 1997 Renewed June 1, 2000 for term July 29, 2000 through July 28, 2003 and Amended February 2, 2001 Amended and Renewed July 18, 2003 for term July 29, 2003 through July 28, 2006 Renewed July 28, 2006 for term July 29, 2006 through February 28, 2007 1. PURPOSE The purpose of this Genelabs Technologies, Inc. Annual and Long-Term Incentive Based Compensation Program (the "Plan") is to enable Genelabs Technologies, Inc. and its wholly owned subsidiaries (the "Company") to (i) attract, retain and motivate employees who contribute to the success of the Company, (ii) reward performance in the achievement of corporate objectives and, (iii) provide an incentive to senior executives and designated key employees to increase the profitability and advance the interests of the Company through participation in a bonus plan in accordance with the provisions of this Plan. 2. DEFINITIONS For purposes of this Plan, the following terms shall be defined as follows: a. "Award" means an Incentive Award that may be granted to a Participant upon completion of certain performance conditions set forth in this Plan. b. "Award Cycle" means a period during which Company and individual performance is measured as determined by the Board of Directors of the Company (the "Board") from time to time. Participants may participate in one or more Award Cycles, which may run concurrently or successively. c. "Award Level" means one of three categories into which Participants are classified as set forth in Section 5 of this Plan. - 1 - d. "Company Objectives" means the criteria of measurement of individual, division, department or company wide performance goals. In the case of individual, division or departmental performance goals, these are established by the Participant's manager and approved by management of the Company; in the case of company-wide performance goals, these are approved by the Board, pursuant to Section 4 of this Plan for each Award Cycle, including but not limited to budgeting and cash flow objectives. e. "Fiscal Year" means the fiscal year of the Company, which is January 1 to December 31. f. "Incentive Award" means an Award that may be granted to a Participant upon completion of Company Objectives pursuant to the terms of Sections 4, 5, and 6 of this Plan. g. "Incentive Percentage" means the percentage, if any, of the total base salaries of the Participants during an Award Cycle, as determined by the Board, in the case of company wide performance or performance of senior executives, and as determined by management, in the case of individual, division or department performance, for each Award Cycle if certain Company Objectives are satisfied. h. "Participant" means any regular employee of the Company who has been with the Company a minimum of 90 days. 3. MAXIMUM AMOUNT OF AWARDS There is no maximum limit on aggregate Awards paid with respect to any Award Level. 4. DETERMINATION OF COMPANY AND INDIVIDUAL PERFORMANCE OBJECTIVES a. Company Objectives. With respect to each Award Cycle, the Board shall establish the company-wide Company Objectives, based upon the recommendations of executive management. The measurement of the Company Objectives for each Award Cycle shall be based on (i) the attainment of certain division, department or company wide strategic objectives, and (ii) the - 2 - attainment of certain individual, division, department or company-wide financial objectives, including annual budgeted spending and/or annual revenue/income and cash flow targets. b. Written Description. The Company Objectives shall be set forth in writing and communicated to each Participant during each Award Cycle. 5. CALCULATION OF AMOUNT OF INCENTIVE AWARD a. Award Levels. Unless otherwise determined by the Board, each Participant will be eligible to receive an Incentive Award in an amount calculated according to the Award Level for such Participant set forth below. A Participant may participate in more than one Award Level if such Participant is eligible for such Award Level. Award Level Description Participant ----- ----------- ----------- 1 Annual Award All Participants 2 Annual Award Directors and Above 3 Long-Term Vice Presidents and Above Incentive or at the discretion of the HR Committee Unless otherwise determined by the Board the achievement of Company Objectives will be apportioned for each Award Level as follows: (1) Award Level 1 - Annual Award. A Participant shall be eligible to receive up to ten (10%) percent of his or her salary multiplied by the applicable percentage for completion of Company objectives. (2) Award Level 2 - Annual Award. A designated Participant shall be eligible to receive up to forty (40%) percent of his or her salary as determined pursuant to Section 5(b). (3) Award Level 3 - Long-Term Incentive. A designated Participant shall be eligible to receive up to - 3 - thirty-five (35%) percent of his or her salary on a deferral basis (Long-Term Incentive) over a period of three (3) years paid 33% each year. This discretionary level may include any employee of the Company approved by the CEO and presented at the HR Committee. b. Percentage of Salary. With respect to each Award Cycle, the Board shall establish for all Participants based upon the recommendations of the Chief Executive Officer, the Incentive Percentage to be paid to each organizational level for achievement of each of the Company Objectives. c. Incentive Awards made to a designated Participant. Incentive Awards made to Participants in Award Level 3 (Long-Term Incentive) shall be paid in accordance with the following vesting schedule, unless otherwise determined by the Board of Directors: YEARS OF EMPLOYMENT PERCENTAGE BASED ON AWARD CYCLE OF AWARD (JAN 1 - DEC 31) Less than one full year of up to 10% employment from the first day of pro-rated the Award Cycle (discretionary) One full year of service (1/3) from the first day of the 33.3% of Award previous Award Cycle Two full years of service (2/3) 66.6% of Award Three or more full years (3/3) of service 100% of Award 6. GRANT OF THE INCENTIVE AWARDS a. As soon as practicable after the end of an Award Cycle, but no later than April 1 following the end of such Award Cycle, the Board shall determine whether the Company has achieved any of the Company Objectives. Based upon (A) the degree of achievement of Company Objectives and (B) the Incentive Percentage determined by the Board for the Award Cycle, the Board - 4 - shall grant an Incentive Award to Participants in accordance with Section 5 of this Plan. b. Participants who do not complete 12 months of employment in the calendar year shall be eligible for a pro-rated share of an Award with respect to such Award Cycle. 7. TERMINATION OF SERVICE If, during an Award Cycle, a Participant's employment with the Company terminates by reason of death, permanent disability (as defined in the Company's group long-term disability plan) or retirement, the Board in its sole discretion may cause to be paid to the Participant or his or her designated beneficiary an Award, or a pro-rated share of an Award, if any, based upon the service performed during the Award Cycle and upon the degree of achievement of Company Objectives for such Award Cycle. Any such payment of an Award shall be made to the Participant or his or her beneficiary in the Fiscal Year following permanent disability, death or retirement. A Participant who terminates employment with the Company prior to the end of an Award Cycle for any reason other than death, permanent disability or retirement shall not be entitled to receive any Award. 8. TIME AND FORM OF PAYMENT An Award shall be paid to the Participant or his or her designated beneficiary as soon as practicable after the end of the Award Cycle, or in the case of a Level 3 Award, at the time that such Award becomes vested pursuant to Section 5(c) of this Plan, in cash. The form of payment of Awards in Award Level 3 is intended to be primarily in the form of cash. Notwithstanding the foregoing, Awards will be paid to Participants who are Directors or Officers (as defined in Section 16 of the Exchange Act of 1934, as amended) of the Company only in the form of cash. 9. DESIGNATION OF BENEFICIARY The effective designation of a beneficiary under the Company's Section 401(k) Plan (including any required spousal consent) shall for all purposes also be deemed a designation of beneficiary under this Plan. If no such beneficiary designation is in effect at the time of a - 5 - Participant's death, or if no designated beneficiary survives the Participant, or if such designation conflicts with the law, the payment of the amount, if any, payable under the Plan upon his or her death shall be made to the Participant's estate. If the Company is in doubt as to the right of any person to receive any amount, the Company may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the Company may pay such amount into any court of appropriate jurisdiction, and such payment shall be a complete discharge of the liability of the Company. 10. NO CONTINUED EMPLOYMENT Nothing in this Plan or any Award granted hereunder shall confer upon any Participant any right to continue in the employ of the Company or interfere in any way with the right of the Company to terminate his or her employment at any time. No Award payable under the Plan shall be deemed salary or compensation for the purpose of computing benefits under any other employee benefit plan or other arrangement of the Company for the benefit of its employees unless the Company shall determine otherwise. 11. LEAVE OF ABSENCE Absence on leave approved by the Company shall not be considered interruption or termination of employment for any purposes of the Plan unless the Board determines otherwise; provided, however, that no Award may be granted to an employee while he or she is absent on leave. 12. ADMINISTRATION The Plan shall be administered by the Board or by the Human Resources Committee or such other committee appointed by the Board. The Board shall have full power, discretion and authority to interpret, review, renew, and administer the Plan. The Board's interpretation and application of the Plan shall be binding and conclusive for all persons for all purposes. The Board may conclusively rely upon any opinion, computations or other advice received from any such counsel, independent auditors or consultants. The Board's actions may include, but not be limited to, the determination of: a. the employees of the Company to be designated as - 6 - Participants upon recommendation of the Chief Executive Officer of the Company, b. the Incentive Percentage for each Award Cycle, c. the achievement of Company Objectives, d. the Award Levels or the amount of any Award payable with respect to any Award Level, and e. the specific terms, conditions and restrictions of any Award consistent with the terms of this Plan. 13. WITHHOLDING The amount payable to a Participant or his or her beneficiary shall be reduced by any amount that the Company is required to withhold with respect to such payments under the then applicable provisions of federal, foreign, state or local income tax laws unless the Participant satisfies such withholding requirements in some other manner approved by the Board. 14. UNFUNDED PLAN; GOVERNING LAW Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company or the Board, or both, on the one hand, and any Participant or other person on the other. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payments of such amounts. The Plan is an unfunded incentive compensation plan and all rights hereunder shall be governed by and construed in accordance with the laws of California. 15. AMENDMENT OR TERMINATION OF THE PLAN The Plan shall be effective on July 29, 1994. Awards may be granted pursuant to this Plan from time to time within a period of three (3) years from the date on which this Plan is approved by the Board. The Board may terminate this Plan at any time, or amend it from time to time. EX-99 3 pal212323.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.01 Contact: Matthew M. Loar Chief Financial Officer Phone: 650-562-1424 FOR IMMEDIATE RELEASE: GENELABS TECHNOLOGIES, INC. REPORTS FINANCIAL RESULTS FOR THE SECOND QUARTER AND FIRST HALF OF 2006 REDWOOD CITY, Calif. - August 3, 2006 - Genelabs Technologies, Inc. (Nasdaq:GNLB) today reported revenues of $2.3 million and a net loss of $4.3 million, or $0.24 per share, for the second quarter of 2006. This compares to revenues of $1.7 million and a net loss of $2.9 million, or $0.16 per share, for the second quarter of 2005. Revenues for the first half of 2006 were $4.0 million, and the net loss was $7.7 million, or $0.43 per share, compared to revenues of $3.4 million and a net loss of $5.7 million, or $0.32 per share, for the same period in 2005. At June 30, 2006, Genelabs had $23.4 million in cash and cash equivalents. "We accomplished several strategically important milestones during the second quarter of 2006," stated James A.D. Smith, President and Chief Executive Officer. "In June, our expertise in HCV drug discovery was highlighted as we entered into a collaboration with Novartis for non-nucleoside compounds targeting the NS5b polymerase, which included an up-front payment of $12.5 million. Subsequently, we received net proceeds of $8.3 million from the sale of common stock and warrants to a group of experienced healthcare institutional investors. Having established premier partnerships with Novartis and Gilead for our non-nucleoside and nucleoside HCV programs, respectively, and having retained a third HCV program targeted at NS5a for ourselves, we believe we are exceptionally well situated to continue to make significant contributions to the discovery and advancement of potential new antivirals for this very important public health concern." "Separately, for Prestara we have sent a protocol to the FDA for a phase III clinical trial designed to support an indication for the treatment of lupus, while we also continue discussions with potential funding sources for the trial," concluded Mr. Smith. About Genelabs Technologies - --------------------------- 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 -more- Genelabs Technologies, Inc. Reports Financial Results for the Second Quarter and First Half of 2006 Page 2 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 advancement of the Company's HCV drug discovery programs, the protocol for a new clinical trial of Prestara for lupus and the funding sources for a new clinical trial of Prestara. 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 Capital Market; potential development failures or setbacks in our HCV research programs or in our collaborations with Novartis and/or 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; expiration of our facility lease; and increases in expenses and Genelabs' capital requirements. 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. -Financials to follow-
GENELABS TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) June 30, December 31, 2006 2005 ------------------ ------------------- (Unaudited) Note 1 ASSETS Cash and cash equivalents $23,417 $10,061 Other current assets 757 689 Property and equipment 788 951 Long-term investments and other assets 1,110 960 ------------------ ------------------- $26,072 $12,661 ================== =================== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities $2,753 $ 2,356 Unearned contract revenue 19,713 7,958 Shareholders' equity 3,606 2,347 ------------------ ------------------- $26,072 $12,661 ================== ===================
Note 1: Derived from audited financial statements GENELABS TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited)
For the three months ended For the six months ended June 30, June 30, ------------------------------- -------------------------------- 2006 2005 2006 2005 -------------- -------------- --------------- ---------------- Revenue: Contract $ 2,156 $ 1,553 $ 3,711 $ 3,108 Royalty 163 157 313 324 -------------- -------------- --------------- ---------------- Total revenue 2,319 1,710 4,024 3,432 -------------- -------------- --------------- ---------------- Operating expenses: Research and development 4,058 3,219 7,647 6,481 General and administrative 2,656 1,499 4,253 2,920 -------------- -------------- --------------- ---------------- Total operating expenses 6,714 4,718 11,900 9,401 -------------- -------------- --------------- ---------------- Operating loss (4,395) (3,008) (7,876) (5,969) Interest income, net 98 123 189 243 -------------- -------------- --------------- ---------------- Net loss $ (4,297) $ (2,885) $ (7,687) $ (5,726) ============== ============== =============== ================ Net loss per common share - basic and diluted $ (0.24) $ (0.16) $ (0.43) $ (0.32) ============== ============== =============== ================ Weighted average shares outstanding to calculate basic and diluted net loss per common share 17,886 17,702 17,852 17,701 ============== ============== =============== ================
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