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) December 5, 2005
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GENELABS TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
California 0-19222 94-3010150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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 3.03 Material Modification to Rights of Securityholders
On December 5, 2005, the Board of Directors of Genelabs Technologies, Inc. (the
"Company") approved an amendment to the Company's Amended and Restated Articles
of Incorporation, whereby, effective upon its filing, each outstanding five
shares of the Company's common stock, no par value (the "Common Stock"), will be
converted into one share of Common Stock. The amendment was previously approved
by the Company's shareholders at the Company's 2005 Annual Meeting of
Shareholders held June 14, 2005.
A form of the certificate of amendment effecting the reverse stock split to be
filed with the California Secretary of State is attached hereto as Exhibit 3.1.
A copy of the press release announcing the approval of the amendment by the
Company's Board of Directors is filed as Exhibit 99.1 hereto.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description
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3.1 Form of Certificate of Amendment of the Amended and Restated
Articles of Incorporation
99.1 Press Release dated December 6, 2005
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 thereunto duly authorized.
GENELABS TECHNOLOGIES, INC.
By: /s/ Matthew M. Loar
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Name: Matthew M. Loar
Title: Chief Financial Officer
Date: December 7, 2005
EXHIBIT INDEX
Exhibit
Number Description
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3.1 Form of Certificate of Amendment of the Amended and Restated
Articles of Incorporation
99.1 Press Release dated December 6, 2005