-----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, R8TGq41EmfstvOVV9XlBDe1fHcbbIJabtK0fHZhmjrHpHbIm2hgB4jdp0Ce2suxK VxJCjEvvXIxKp/iiz74MmA== 0001341004-07-002359.txt : 20070816 0001341004-07-002359.hdr.sgml : 20070816 20070816132525 ACCESSION NUMBER: 0001341004-07-002359 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070810 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070816 DATE AS OF CHANGE: 20070816 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: 0107 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19222 FILM NUMBER: 071061926 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 gnlb_8k.htm

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): August 10, 2007

 

Genelabs Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

California

 

0-19222

 

94-3010150

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 5.02(e). Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Approval of the Annual Bonus Plan

On August 10, 2007, the Board of Directors of Genelabs Technologies, Inc. (the "Company"), approved an Annual Bonus Plan (the "Plan"), which provides for cash bonuses to employees of the Company and its wholly-owned subsidiaries that meet certain performance goals as will be established in the future by the compensation committee of the Company (the "Committee"). Pursuant to the Plan, for each calendar year, or other performance period as designated by the Committee, the Committee shall establish in writing, one or more performance goals, a specific target objective or objectives with respect to such performance goals and an objective formula or method for computing the amount of bonus compensation payable to each participant under the Plan if and to the extent that the performance goals are attained. Performance goals shall be based on certain objectives of the Company as a whole or any of its subsidiaries, operating divisions or other operating units set by the Committee, including, but not limited to: budget and finance, business development and commercial operations, development, or research objectives. In addition, performance goals may be based upon a participant's attainment of specific objectives set for that participant's performance by the Company. The Committee, after the end of each performance period, shall approve the aggregate bonus pool payable to eligible participants and in its sole discretion increase, decrease or eliminate the amount of any participant's bonus as it deems appropriate in order to reflect the participant's performance or unanticipated factors.

 

The foregoing summary of the Plan is subject to, and qualified in its entirety by, the Annual Bonus Plan attached to this Current Report on Form 8-K as Exhibit 99.1, and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit Number

Description

 

99.1

 

Genelabs Technologies, Inc. Annual Bonus Plan.

 

 


 

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 15, 2007

 

By:

/s/ James A.D. Smith

 

 

Name:

James A.D. Smith

 

 

Title:

President and Chief Executive Officer

 

 


 

EXHIBIT INDEX

 

Exhibit Number

Description

 

99.1

 

Genelabs Technologies, Inc. Annual Bonus Plan.

 

 

 

 

 

EX-99 2 gnlb_ex99-1.htm EXHIBIT 99.1

GENELABS TECHNOLOGIES, INC.

ANNUAL BONUS PLAN

This Annual Bonus Plan (the "Plan") was adopted by the Board of Directors of Genelabs Technologies, Inc. (the "Company") on August 10, 2007.

Purpose

The purpose of the Plan is to enable the Company and its wholly-owned subsidiaries 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 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.

ARTICLE I

 

ELIGIBILITY AND PARTICIPATION

1.1          All employees of the Company and its wholly-owned subsidiaries shall be eligible to participate in the Plan. Participation in the Plan is at the discretion of the Committee.

ARTICLE II

 

PLAN YEAR, PERFORMANCE PERIODS AND PERFORMANCE OBJECTIVES

2.1          The fiscal year of the Plan (the "Plan Year") shall be the calendar year. The performance period (the "Performance Period") with respect to which bonuses may be payable under the Plan shall generally be the Plan Year; provided however, that the Committee shall have the authority to designate different Performance Periods under the Plan.

2.2          The Committee shall establish in writing, with respect to each Performance Period, one or more performance goals, a specific target objective or objectives with respect to such performance goals and an objective formula or method for computing the amount of bonus compensation payable to each participant under the Plan if and to the extent that the performance goals are attained.

 

1

 


 

2.3          Performance goals shall be based upon one or more of the following objectives for the Company as a whole or any of its subsidiaries, operating divisions or other operating units set by the Committee, including, but not limited to: budget and finance, business development and commercial operations, development, or research objectives. In addition, performance goals may be based upon a participant's attainment of specific objectives set for that participant's performance by the Company.

ARTICLE III

 

DETERMINATION OF BONUS AWARDS

3.1          As soon as practicable after the end of each Performance Period, the Committee shall determine to what extent the Company has achieved the performance goal or goals for such Performance Period, including the specific target objective or objectives and the satisfaction of any other material terms of the bonus award, and the Committee shall approve the aggregate bonus pool payable to eligible participants for such Performance Period based upon the performance goals, objectives and computation formulae or methods for such Performance Period. The Committee shall have the discretion to increase, decrease or eliminate the amount of any participant's bonus as so determined at any time prior to the payment date, if it determines, in its absolute and sole discretion, that such an increase, reduction or elimination is appropriate in order to reflect the participant's performance or unanticipated factors.

ARTICLE IV

 

PAYMENT OF AWARDS

4.1          Approved bonus awards shall be payable by the Company in cash to each participant, or to his estate in the event of his death following the end of the Performance Period, between January 1 and March 15 of the fiscal year immediately following the Performance Period after the Committee has determined pursuant to Section 3.l that the relevant performance goals were achieved.

4.2          No participant shall earn any portion of a bonus award made hereunder for any Performance Period unless the participant is employed by the Company or any of its wholly-owned subsidiaries, as applicable, as of the last day of the applicable Performance Period.

ARTICLE V

 

OTHER TERMS AND CONDITIONS

5.1          No person shall have any legal claim to be granted an award under the Plan, and the Committee shall have no obligation to treat participants uniformly. Except as may

 

2

 


 

be otherwise required by law, bonus awards under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary. Bonuses awarded under the Plan shall be payable from the general assets of the Company, and no participant shall have any claim with respect to any specific assets of the Company.

5.2          Neither the Plan nor any action taken under the Plan shall be construed as giving any employee the right to be retained in the employment of the Company or any subsidiary or to maintain any participant's compensation at any level.

5.3          The Company or any of its subsidiaries may deduct from any award any applicable withholding taxes or any amounts owed by the employee to the Company or any of its subsidiaries.

ARTICLE VI

 

ADMINISTRATION

6.1          The Board and, to the extent the Board has delegated its duties to, the Compensation Committee shall constitute the Committee hereunder,

6.2          The Committee shall have full power, authority and discretion to administer and interpret the provisions of the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Committee deems necessary or advisable.

6.3          The Committee shall have full power to delegate to any officer or employee of the Company the authority to administer and interpret the procedural aspects of the Plan, subject to the Plan's terms, including adopting and enforcing rules to decide procedural and administrative issues.

6.4          The Board reserves the right to amend or terminate the Plan in whole or in part at any time. Moreover, the Committee reserves the right to amend this Plan as may be necessary or appropriate to avoid adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

6.5          The place of administration of the Plan shall be in the State of California, and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of California.

 

 

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