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 29, 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
(a)
On September 29, 2005, Genelabs Technologies, Inc. ("Genelabs" or the
"Company") received a staff determination letter from The Nasdaq Stock Market
("Nasdaq") stating that for the last 10 consecutive trading days, the Company's
market value of listed securities had been below the minimum $50 million
requirement for continued inclusion by Marketplace Rule 4450(b)(1)(A). The
determination letter further states that if the market value of listed
securities is $50 million or more for a minimum of 10 consecutive business
days, Nasdaq may determine that the Company has regained compliance with the
market capitalization rule. The letter further states that if the Company
cannot demonstrate compliance with the market capitalization requirement by
October 31, 2005, Genelabs will receive written confirmation of noncompliance.
The letter further informs the Company that it does not comply with Marketplace
Rule 4450(b)(1)(B), which requires total assets and total revenue of $50
million in each of the most recently completed fiscal year or two of the last
three most recently completed fiscal years.
(d)
On October 4, 2005, the Company's board of directors approved the filing of an
application to transfer the Company's common stock from the Nasdaq National
Market to the Nasdaq Capital Market (previously called the Nasdaq SmallCap
Market). If the Company's application for listing on the Nasdaq Capital Market
is approved, Genelabs will no longer be subject to the continued listing
requirements of the Nasdaq National Market and will instead be subject to the
continued listing requirements of the Nasdaq Capital Market. Genelabs currently
complies with the initial listing requirements of the Nasdaq Capital Market,
with the exception of the $1.00 minimum closing bid price requirement. If the
listing of the Company's common stock is transferred to the Nasdaq Capital
Market, the Company is eligible for an additional grace period through March
16, 2006 for compliance with the minimum closing bid price requirement, during
which time the Company may effect the reverse stock split previously approved
by the Company's shareholders, if necessary.
A copy of the press release announcing Genelabs application to transfer its
listing to the Nasdaq Capital Market and the receipt of the staff 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 October 5, 2005, entitled "Genelabs
Applies to Transfer its Listing to the Nasdaq Capital Market".
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.
By: /s/ Matthew M. Loar
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Name: Matthew M. Loar
Title: Chief Financial Officer
Date: October 5, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Registrant, dated October 5, 2005,
entitled "Genelabs Applies to Transfer its Listing to
the Nasdaq Capital Market".