UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) June 14, 2005
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GENELABS TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
California 0-19222 94-3010150
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
505 Penobscot Drive, Redwood City, California 94063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 369-9500
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(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 (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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
2001 Stock Option Plan
At the Annual Meeting (the "Annual Meeting") of Shareholders of Genelabs
Technologies, Inc. (the "Company"), held on June 14, 2005, the Shareholders of
the Company approved an amendment to the 2001 Stock Option Plan (the "2001
Plan") to increase the number of shares of common stock reserved for issuance
thereunder by 4,000,000 shares (without giving effect to the proposed
one-for-five reverse stock split). The 2001 Plan was also amended (i) to
require that stock options be granted at no less than 100% of fair market
value and (ii) to eliminate the availability of loans to optionees in
connection with the exercise of stock options.
A description of the material terms of the 2001 Plan is included under
"Proposal 4. Amendment of 2001 Stock Option Plan" in our Definitive Proxy
Statement for the Annual Meeting, filed with the SEC on April 29, 2005, which
description is incorporated herein by reference.
2001 Employee Stock Purchase Plan
At the Annual Meeting, the Shareholders of the Company also approved an
amendment to the 2001 Employee Stock Purchase Plan (the "ESPP") to increase
the number of shares of common stock reserved for issuance thereunder by
2,000,000 shares (without giving effect to the proposed one-for-five reverse
stock split).
A description of the material terms of the ESPP is included under "Proposal 5.
Increase in Number of Shares Available under the 2001 Employee Stock Purchase
Plan" in our Definitive Proxy Statement for the Annual Meeting, filed with the
SEC on April 29, 2005, which description is incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description
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10.1 Genelabs Technologies, Inc. 2001 Stock Option Plan, As
Amended and Restated April 4, 2005 (incorporated by
reference to Exhibit "B" to our Proxy Statement filed with
the SEC on April 29, 2005).
10.2 Form of Stock Option Agreement.
10.3 Form of Non-Employee Director Non-Qualified Stock Option
Agreement.
10.4 Genelabs Technologies, Inc. 2001 Employee Stock Purchase
Plan (incorporated by reference to Exhibit "C" to our Proxy
Statement filed with the SEC on April 29, 2005).
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, thereto duly authorized.
GENELABS TECHNOLOGIES, INC.
By: /s/ Matthew M. Loar
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Name: Matthew M. Loar
Title: Chief Financial Officer
Date: June 16, 2005
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Genelabs Technologies, Inc. 2001 Stock Option Plan, As
Amended and Restated April 4, 2005 (incorporated by
reference to Exhibit "B" to our Proxy Statement filed with
the SEC on April 29, 2005).
10.2 Form of Stock Option Agreement.
10.3 Form of Non-Employee Director Non-Qualified Stock Option
Agreement.
10.4 Genelabs Technologies, Inc. 2001 Employee Stock Purchase
Plan (incorporated by reference to Exhibit "C" to our Proxy
Statement filed with the SEC on April 29, 2005).