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) October 1, 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 obligation 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 October 1, 2007, Genelabs Technologies, Inc. (the “Company”) issued a press release announcing the completion of the previously announced sale of approximately 12.9 million shares of the Company’s common stock and warrants to purchase an additional 2.6 million shares of common stock for $1.84 per unit (each unit consisting of one share and a warrant to purchase 0.20 shares of common stock) with select institutional investors, resulting in gross proceeds of approximately $23.7 million (the "Financing").

The common stock and warrants offered by the Company in the Financing were offered pursuant to an effective registration statement on Form S-3 (File No. 333- 145497) filed with the Securities and Exchange Commission on August 16, 2007 and declared effective on August 28, 2007 (the "Registration Statement"), and described in the Prospectus Supplement dated September 26, 2007 that was filed with the Securities and Exchange Commission on September 27, 2007 pursuant to Rule 424(b)(5) under the Securities Act of 1933.  Deutsche Bank Securities, Inc. acted as the exclusive placement agent for the Financing.

A copy of the press release of the Company, dated October 1, 2007 is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this description.

In connection with the Offering, the Company is filing its opinion of counsel and consent of counsel as Exhibits 5.1 and 23.1, respectively, to this Current Report on Form 8-K for the purpose of incorporating each into the Company’s Registration Statement.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
99.1	Press Release of Genelabs Technologies, Inc., dated October 1, 2007.

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: October 1, 2007	By:	/s/ James A.D. Smith
	Name:	James A.D. Smith
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
99.1	Press Release of Genelabs Technologies, Inc., dated October 1, 2007.

EX-5.1

Exhibit 5.1

October 1, 2007

Genelabs Technologies, Inc.

505 Penobscot Drive

Redwood City, CA 94063

Re:	Genelabs Technologies, Inc.
	Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Genelabs Technologies, Inc., a California corporation (the "Company"), in connection with the sale by the Company of 12,874,547 shares (the "Shares") of the Company's Common Stock, no par value (the "Common Stock") and warrants (the "Warrants" and, together with the Shares, the "Securities") to purchase up to an additional 2,574,911 shares of Common Stock (the shares of Common Stock initially issuable upon exercise of the Warrants, the "Warrant Shares") pursuant to the Subscription Agreements, dated September 26, 2007 between the Company and the purchasers that are party thereto (the "Investors").

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 (the "Securities Act").

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i)   the registration statement on Form S-3 (File No. 333-145497) of the Company relating to the offering of securities of the Company filed with the Securities and Exchange Commission (the "Commission") on August 16, 2007 under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the "Rules and Regulations"), and the Notice of Effectiveness of the Commission posted on its website declaring such

October 1, 2007

Page 2

such registration statement effective on August 28, 2007 (such registration statement being hereinafter referred to as the "Registration Statement");

(ii)   the base prospectus relating to the offering of the Securities, dated August 16, 2007 (the "Base Prospectus"), which forms a part of and is included in the Registration Statement;

(iii)   the preliminary prospectus supplement relating to the offering of the Securities, dated September 25, 2007, relating to the offering of the Securities, in the form filed by the Company pursuant to Rule 424(b) of the Rules and Regulations;

(iv)   the prospectus supplement, dated September 26, 2007 (the "Prospectus Supplement" and, together with the Base Prospectus, the "Prospectus"), relating to the offering of the Securities, in the form filed by the Company pursuant to Rule 424(b) of the Rules and Regulations;

(v)   an executed copy of the Placement Agency Agreement, dated September 26, 2007 with Deutsche Bank Securities, Inc.;

(vi)   executed copies of the Subscription Agreements;

(vii)   a specimen certificate evidencing the Common Stock, filed as an exhibit to the Registration Statement;

(viii)   the Warrants;

(ix)   the Amended and Restated Articles of Incorporation of the Company, and all Certificates of Amendment through the date hereof, in each case as certified by the Secretary of State of the State of California (the "Articles of Incorporation");

(x)   the Bylaws of the Company, as currently in effect; and

(xi)   certain resolutions of the Board of Directors of the Company relating to the transactions contemplated by the Registration Statement and related matters.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: (i) the issuance of the Shares has been duly authorized, and the Shares are validly issued, fully paid and nonassessable; (ii) the Warrants have been duly authorized and executed; and (iii) the Warrant Shares have been duly authorized and, when, as and if issued and delivered against payment therefor upon the due exercise of the Warrants, in accordance with the provisions thereof, will be validly issued, fully paid and nonassessable.

October 1, 2007

Page 3

We hereby consent to the filing of this opinion with the Commission as an exhibit to a Current Report on Form 8-K that will be incorporated by reference into the Registration Statement.  We also consent to the reference to our firm under the caption "Validity of Securities" in 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 Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

EX-99.1

Exhibit 99.1

Contact:	James A. D. Smith
	President and Chief Executive Officer
	Phone: 650-562-1424

FOR IMMEDIATE RELEASE:

Genelabs Technologies Announces Completion of

 $23.7 Million Registered Direct Financing

Funds to Support Ongoing HCV Drug Discovery Projects

REDWOOD CITY, Calif., October 1, 2007 - Genelabs Technologies, Inc. (Nasdaq: GNLB) announced today that it has completed its previously announced sale of approximately 12.9 million shares of its common stock and warrants to purchase approximately 2.6 million shares of its common stock for gross proceeds of approximately $23.7 million.  Genelabs sold the shares and warrants for $1.84 per unit (each unit consisting of one share and a warrant to purchase 0.20 shares of common stock).  The exercise price of the warrants is $2.08 per share.  The warrants will be exercisable at any time prior to the fifth anniversary of October 1, 2007.  Genelabs plans to use the proceeds from this financing to support its ongoing hepatitis C virus (HCV) drug discovery programs and for general corporate purposes.  The proceeds will not be used to fund a new phase III clinical trial of Prestara.  Deutsche Bank Securities Inc. acted as exclusive placement agent in the transaction.

A shelf registration statement relating to these securities (File No. 333-145497) has been declared effective by the Securities and Exchange Commission.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  Any offer of these securities will be solely by means of a prospectus included in the registration statement and any prospectus supplement that may be issued with respect to such offering.  Copies of the final prospectus, including the prospectus supplement, can be obtained at the Securities and Exchange Commission's website, www.sec.gov, or from Genelabs.

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