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) September 20, 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 of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
On September 20, 2005, Genelabs Technologies, Inc. ("Genelabs" or the
"Company") received a staff determination letter from The Nasdaq Stock Market
("Nasdaq") stating that the Company had not regained compliance with the $1.00
minimum closing bid price requirement set forth in Marketplace Rule
4450(a)(5). The determination letter further states that the Company's common
stock would be delisted on September 29, 2005, unless the Company requests a
hearing to appeal the determination to delist its common stock to a Nasdaq
Listing Qualification Panel. Genelabs plans to file such an appeal with Nasdaq
and, pursuant to Marketplace Rule 4820(a), the Company's common stock will
continue to trade on the Nasdaq National Market until the Listing
Qualifications Panel reaches a decision regarding delisting.
If the Company's appeal is unsuccessful, Genelabs intends to apply to transfer
its common stock to the Nasdaq SmallCap Market. Genelabs currently complies
with the requirements for listing on the Nasdaq SmallCap Market with the
exception of the $1.00 minimum closing bid price requirement, although the
Company cannot provide assurance that it will continue to meet the
requirements for listing on the Nasdaq SmallCap Market. The determination
letter provides Genelabs with an additional grace period through March 16,
2006 for compliance with the minimum closing bid price requirement if its
listing is transferred to the Nasdaq SmallCap Market, during which Genelabs
may effect the reverse stock split previously approved by the Company's
shareholders, if necessary.
Separately, the Company was advised by Nasdaq that as of September 7, 2005,
Genelabs regained compliance with Marketplace Rule 4450 as, for a 10
consecutive trading day period, the Company's market value of listed
securities was above the amount required to comply with Continued Listing
Standard 2 of The Nasdaq National Market's Marketplace Rule 4450(b). Nasdaq
had previously advised the Company on August 11, 2005 that it did not comply
with Marketplace Rule 4450(a)(3) and the subsequent correspondence from Nasdaq
has closed this matter.
A copy of the press release announcing Genelabs' plan to appeal the
determination letter is attached as Exhibit 99.1 hereto.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release of Registrant, dated September 26, 2005, entitled
"Genelabs Plans to Appeal Staff Determination Letter from Nasdaq Regarding its
Listing on the Nasdaq National Market System"
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: September 26, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Registrant, dated September 26, 2005,
entitled "Genelabs Plans to Appeal Staff Determination
Letter from Nasdaq Regarding its Listing on the Nasdaq
National Market"