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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 Event Reported): November 22, 1996
GENELABS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-19222 94-3010150
(Commission file number) (IRS employer identification no.)
505 PENOBSCOT DRIVE, REDWOOD CITY, CALIFORNIA 94063
(Address of principal executive offices) (Zip code)
(415) 369-9500
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
Not applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable
ITEM 5. OTHER EVENTS
Genelabs Technologies, Inc. ("the Company") entered into a Common Stock Purchase
Agreement dated November 15, 1996, ("the Agreement") with Veron International
Limited ("Veron"), the largest shareholder of the Company. The Agreement
provides that the Company will issue a total of 2.6 million shares ("the
Shares") of Common Stock at $4.00 per share. Net proceeds to the Company will be
approximately $9.5 million after deducting estimated offering expenses and
commissions. With this purchase Veron will increase its stake in the Company
from approximately 8% to approximately 14% of the outstanding shares.
The Shares are being issued pursuant to an exemption under the Securities Act of
1933, as amended ("the Securities Act"), provided by Section 4(2) and/or
Regulation D. The Shares are not being issued pursuant to Regulation S of the
Securities Act. The Agreement does not grant any registration rights to Veron
with respect to the Shares and contemplates that subsequent sales of the Shares,
if any, will be effected pursuant to Rule 144 of the Securities Act. In
addition, the Agreement provides that Veron cannot sell any of the Shares for
one year following the date of the Agreement without the prior written consent
of the Company.
The Agreement includes customary representations and warranties of the Company
and the purchaser. The Agreement provides that the Company will pay to Veron or
its affiliated companies $950,000 in commissions and expenses, which include
Hart-Scott-Rodino filing and compliance and legal, accounting, tax and other
fees and expenses of Veron.
The Company and Veron will each make filings pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 because once the stock purchase described
herein is completed, Veron's total investment in the Company will exceed $15
million. Pursuant to the Agreement, 700,000 shares were issued at the first
closing on November 18, 1996 and the Company received $2.8 million of the total
proceeds from Veron. The balance of the proceeds, currently being held in
escrow, is anticipated to be released upon the expiration or early termination
of the Hart-Scott- Rodino waiting period.
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ITEM 6. RESIGNATION OF THE REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
EXHIBIT
NUMBER DESCRIPTION
10.30 Common Stock Purchase Agreement dated November 15, 1996 between Registrant
and Veron International Limited.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
ITEM 9. SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable
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 hereunto duly authorized.
Genelabs Technologies, Inc.
Dated: November 22, 1996 By: /s/ JAMES A. D. SMITH
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James A.D. Smith
Chief Operating Officer