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 24, 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 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Appointment of Frederick W. Driscoll as Chief Financial Officer

Genelabs Technologies, Inc. (the "Registrant") issued a press release announcing its appointment of Frederick W. Driscoll ("Mr. Driscoll"), age 57, as the new Chief Financial Officer of the Registrant beginning on November 1, 2007.  Mr. Driscoll joins the Registrant from Astraris, Inc., a start-up biotechnology company developing vascular-disrupting technology to treat solid tumors, where he served as Chief Financial Officer.  From 2000 to 2006, he was employed by OXiGENE, Inc., initially as Vice President of Finance and Operations and subsequently as President and Chief Executive Officer.  Previously Mr. Driscoll served as Senior Vice President of Finance and Operations for Collagenesis Corporation and Vice President of Finance over the Americas for Instrumentation Laboratory.

Pursuant to the terms of Mr. Driscoll’s offer letter executed on October 24, 2007, Mr. Driscoll will receive an initial base salary of $25,000 per month (equivalent to $300,000 per year).  In addition, he will receive a one-time bonus of $75,000, to be paid in two equal payments of $37,500 each, in lieu of relocation or other forms of financial assistance.  A portion of this bonus must be repaid if Mr. Driscoll resigns within 12 months of the date of his hire.  Mr. Driscoll also will be eligible, commencing in 2008, to participate in the Registrant’s Annual Bonus Plan, for which his targeted bonus level is currently 35% of base salary, taking into account performance criteria.  Furthermore, management will recommend to the Registrant’s Board of Directors that Mr. Driscoll receive a grant of options to purchase 200,000 shares of the Registrant’s common stock under the Registrant’s 2007 Omnibus Stock Incentive Plan.

As a full-time employee, Mr. Driscoll will be eligible for the Registrant’s standard employee benefit programs, including health, life and short- and long-term disability insurance, flexible benefits, Employee Stock Purchase Plan (ESPP) and 401(k) tax deferred savings plans.  Mr. Driscoll’s employment is to be “at will,” and as a condition to his employment he must sign a copy of the Registrant’s Employee Invention and Confidentiality Agreement.

 Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Offer Letter.
99.1	Press Release of Genelabs Technologies, Inc., dated October 30, 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 30, 2007	By:	/s/ James A.D. Smith
	Name:	James A.D. Smith
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Offer Letter.
99.1	Press Release of Genelabs Technologies, Inc., dated October 30, 2007.

EX-10.1

EXHIBIT 10.1

October 17, 2007

Mr. Frederick W. Driscoll

15 Crestwood Road

North Reading, MA 01864

Re:  Employment with Genelabs Technologies, Inc.

Dear Fred:

On behalf of Genelabs Technologies, Inc. (“Genelabs” or the “Company”) I am very pleased to extend you this offer of employment with the Company as Chief Financial Officer, reporting to me.  This position is a full-time, exempt position commencing on November 1, 2007.  This offer will expire at 5:00 p.m. Pacific time on October 22, 2007 unless earlier accepted by you.

Your employment is subject to proof of your legal right to work in the United States, and to your completing the Employment Eligibility Verification Form I-9.  Your employment also is subject to the completion of our standard pre-employment process, which includes an employment application, successful verification of your professional and character references, and a background check.

Compensation

If you accept this offer and begin employment, you will receive an initial base salary of $25,000 per month (equivalent to $300,000 per year), paid on a semi-monthly basis on our regular paydays.  Deductions required by law or authorized by you will be taken from each paycheck.  In lieu of relocation or other forms of financial assistance, you will be paid a gross one-time bonus of $75,000, which will be divided into two equal payments of $37,500 each.  The first payment will be made in conjunction with the pay period which most closely coincides with the completion of one month of employment (on or about December 1st) and the second after six months of employment (on or about May 1, 2008).  As a condition of receipt of this bonus, you agree that in the event that you voluntarily end your employment with Genelabs within 12 months of your date of hire, you will immediately reimburse Genelabs the full amount of bonus paid to you up to the date of your resignation.

In addition to your base salary, you will also be eligible to participate in our discretionary incentive bonus program designed to provide a financial reward for achieving performance goals, currently as described in the Genelabs Technologies, Inc. Annual

Bonus Plan.  Measurement of achievement under this plan is based on the Company’s achievement of its objectives as determined by the Board of Directors and your individual performance against your goals as agreed to by you and me in consultation with the Board of Directors.  Currently the targeted bonus level for this position is 35% of base salary taking into account the performance criteria set forth above; however, you will not be eligible for a bonus payment under the bonus plan in 2008 because you are starting employment late in 2007.

You will also be eligible to participate in the Company’s 2007 Omnibus Stock Incentive Plan (the “Stock Incentive Plan”).  The grant of an option to purchase up to 200,000 shares of the Company’s common stock under the Stock Incentive Plan will be recommended to the Company’s Board of Directors on your behalf and will be subject to their approval.  The date of the grant and the option exercise price will be in accordance with the terms of the Stock Incentive Plan.  All option grants are governed by the terms  of the Stock Incentive Plan and are subject to approval by the Board of Directors.

As an officer of the Company, you will also enter into an Indemnity Agreement and an agreement setting forth certain benefits in the event of a change in control of the Company.

Employee Benefits

As a full-time employee, you will be eligible for our standard employee benefit programs including health, life and short and long-term disability insurance, flexible benefits, Employee Stock Purchase Plan (ESPP), and 401(k) tax deferred savings plan. Your eligibility for medical, dental, vision, and life insurance as well as the flexible benefits plan begin on your date of hire.  Disability, ESPP, and 401(k) eligibility commence after a waiting period.

Genelabs reserves the right to modify, amend or discontinue any benefit plan at any time, in its sole discretion.  You may receive such other benefits as we may determine from time to time, in our sole discretion.

Other Terms and Conditions of Employment

Employment with Genelabs is at will.  “Employment at will” means that you are free to resign from your employment at any time, for any reason, with or without cause and with or without notice.  Similarly, Genelabs may terminate your employment at any time for any legal reason or for no reason, with or without cause and with or without notice.  By accepting this offer of employment, you agree that your employment is at will, and acknowledge that no one, other than the President and Chief Executive Officer, has the authority to promise you anything to the contrary.  Any such agreements must be in writing and signed by both you and the President and Chief Executive Officer to be effective.

We believe that your employment with Genelabs requires a significant commitment.  Employment with any other entity, or for yourself in competition with the Company or any of its subsidiaries, is not permitted with the sole and limited exception that you will be permitted to serve as a member of the board of directors of entities which you disclose to me and upon which we agree and the boards of any not-for-profit charitable or educational organizations on which you may serve now or in the future.

Prior to commencing your employment with Genelabs you agree to provide to the Company a brief profile of all entities you currently serve as a board member including a brief profile of the entities’ business, list of officers, directors and major shareholders and copies of any and all indemnity agreements you have with the entities and their directors and officers liability insurance coverage.

Upon commencement of employment you will also execute the Genelabs Technologies, Inc. Employee Invention and Confidentiality Agreement.

The terms described in this letter replace all prior agreements, understandings, and promises between Genelabs and you concerning the terms and conditions of your employment with the Company.

Fred, I personally look forward to working with you and hope that your association with Genelabs will be successful and rewarding.  Please indicate your acceptance of this offer by signing this letter below and returning it to me as soon as possible.  A copy of the letter is enclosed for your records.

Sincerely,

James A.D. Smith

President & Chief Executive Officer

Accepted and Agreed:

_________________________

Frederick W. Driscoll

_________________________

Date

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 APPOINTMENT OF FREDERICK W. DRISCOLL AS CHIEF FINANCIAL OFFICER

REDWOOD CITY, Calif. – October 30, 2007 – Genelabs Technologies, Inc. (Nasdaq:GNLB) today announced the appointment of Frederick W. Driscoll as Chief Financial Officer.

Mr. Driscoll has more than 25 years of financial management and operational experience in the biotechnology industry.  He joins Genelabs from Astraris, Inc., a start-up biotechnology company developing vascular disrupting technology to treat solid tumors, where he served as Chief Financial Officer.  From 2000 to 2006, he was employed by OXiGENE, Inc., initially as Vice President Finance and Operations and subsequently as President and Chief Executive Officer.  During his tenure at OXiGENE, Mr. Driscoll built strong relationships with institutional investors, investment banks and research analysts and successfully recapitalized the company through private and public financings, enabling the company to advance its lead oncology investigational drug from phase I to phase III clinical development.  Previously Mr. Driscoll served as Senior Vice President of Finance and Operations for Collagenesis Corporation and Vice President Finance – Americas for Instrumentation Laboratory.

“We are at a very exciting time in Genelabs’ evolution and I am delighted to welcome Fred to our company,” stated James A. D. Smith., President and Chief Executive Officer of Genelabs.  “Fred is a highly experienced and well regarded financial executive with many years of leadership in the biotechnology industry.  He joins a team at Genelabs that is passionate about creating value though successful drug discovery and development.  I look forward to Fred’s contributions as Genelabs continues to execute our strategies.”

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 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® and the Genelabs logo are registered trademarks of Genelabs Technologies, Inc.