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) October 11, 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
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.
On October 11, 2005, Genelabs Technologies, Inc. ("Genelabs") received notice
from The Nasdaq Stock Market that its application to transfer its common stock
listing from the Nasdaq National Market to the Nasdaq Capital Market had been
approved. The notice informed Genelabs that its common stock would begin
trading on the Nasdaq Capital Market at the open of business on Thursday,
October 13, 2005. On October 13, 2005, as indicated in the notice from Nasdaq,
Genelabs common stock began trading on the Nasdaq Capital Market.
Effective with the transfer of its common stock to the Nasdaq Capital Market,
Genelabs became subject to the continued listing requirements of the Capital
Market instead of those of the Nasdaq National Market. Genelabs currently
complies with the listing requirements of the Nasdaq Capital Market, with the
exception of the $1.00 minimum closing bid price requirement of Marketplace
Rule 4450(a)(5). Under a grace period provided by Nasdaq, Genelabs has up to
March 16, 2006 to regain compliance with the minimum closing bid price
requirement, during which time the Company may effect the reverse stock split
previously approved by Genelabs' shareholders, if necessary.
A copy of the press release announcing Genelabs' transfer to the Nasdaq Capital
Market is attached as Exhibit 99.1 hereto.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Genelabs Press Release, dated October 12, 2005, entitled "Genelabs
Announces Approval of Application to Transfer Listing of its Common Stock from
the Nasdaq National Market 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, thereto duly authorized.
GENELABS TECHNOLOGIES, INC.
By: /s/ Matthew M. Loar
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Name: Matthew M. Loar
Title: Chief Financial Officer
Date: October 14, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Genelabs Press Release, dated October 12, 2005, entitled
"Genelabs Announces Approval of Application to Transfer
Listing of its Common Stock from the Nasdaq National
Market to the Nasdaq Capital Market"
EXHIBIT 99.1
Genelabs Announces Approval of Application to Transfer Listing
of its Common Stock from the Nasdaq National Market to the
Nasdaq Capital Market
Redwood City, CA -- October 12, 2005 -- Genelabs Technologies, Inc. (Nasdaq:
GNLB) announced that The Nasdaq Stock Market has approved its application to
transfer the listing of its common stock from the Nasdaq National Market to the
Nasdaq Capital Market. The transfer is expected to be effective at the open of
business on Thursday, October 13, 2005. Genelabs' common stock will continue to
trade under the symbol "GNLB" after the transfer is completed.
The Nasdaq Stock Market operates both the Nasdaq National Market and the Nasdaq
Capital Market, which was previously called the Nasdaq SmallCap Market. The
National Market generally contains stocks issued by larger-sized companies,
while the Capital Market generally contains stocks issued by smaller-sized
companies. Securities listed on both the National Market and the Capital Market
share similar listing standards with respect to corporate governance.
Effective with the transfer of its common stock to the Nasdaq Capital Market,
Genelabs will be subject to the continued listing requirements of the Capital
Market instead of those of the Nasdaq National Market. Genelabs had earlier
received notification from Nasdaq that it was not in compliance with the $1.00
closing bid price requirement and also that it was not in compliance with the
$50 million National Market market capitalization requirement. Because of the
transfer, the $50 million National Market market capitalization requirement no
longer applies to Genelabs. Genelabs has a grace period through March 16, 2006
to comply with the $1.00 minimum closing bid price requirement of the Nasdaq
Capital Market, which provides the company with sufficient time to effect a
reverse stock split that was approved by the company's shareholders on June 14,
2005, should this be necessary. Other than the $1.00 minimum closing bid price
requirement, Genelabs is currently in compliance with all listing requirements
of the Nasdaq Capital Market.
About Genelabs
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 and clinical development capabilities that can support
various research and development projects. Genelabs is currently concentrating
its capabilities on developing a late-stage product for lupus, 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. 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(R) and the Genelabs logo are registered trademarks and
Prestara(TM) is a trademark of Genelabs Technologies, Inc.
NOTE ON FORWARD LOOKING STATEMENTS AND RISKS: This press release contains
forward-looking statements including statements regarding the continued trading
of the company's stock on the Nasdaq National and Capital Markets, the timing of
the transfer of the company's common stock to the Capital Market, and the
compliance with the Capital Market listing requirements. These forward-looking
statements are based on Genelabs' current expectations and are subject to
uncertainties and risks that could cause actual results to differ materially
from the statements made. Uncertainties and risks include, without limitation,
delisting of Genelabs common stock from the Nasdaq National and/or Capital
Markets; delay or denial of Genelabs' transfer to the Nasdaq Capital Market;
fluctuations in Genelabs' stock price; events which reduce Genelabs' future
prospects, thus negating any advantage that may be anticipated from a reverse
stock split; failures or setbacks in our HCV research programs or in our
collaboration with Gilead; progress and announcements by competitors regarding
their HCV programs; regulatory problems or delays regarding Prestara(TM),
including an adverse response from the FDA or a determination to discontinue
development of Prestara; increases in expenses and Genelabs' capital
requirements and history of operating losses. Please see the information
appearing in Genelabs' filings with the Securities and Exchange Commission,
including our most recent Annual Report on Form 10-K, under the captions "Risk
Factors" and "Forward-Looking Statements" for more discussion regarding these
uncertainties and risks and others associated with the company's research
programs, early stage of development and other risks which may affect the
company or cause actual results to differ from those included in the
forward-looking statements. Genelabs does not undertake any obligation to update
these forward-looking statements or risks to reflect events or circumstances
after the date of this release.