As filed with the Securities and Exchange Commission on April 5, 2006
Registration No. 333-108608
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GENELABS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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California 94-3010150
-------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
505 Penobscot Drive
Redwood City, California 94063
(650) 369-9500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Adrian Arima, Esq.
Vice President, General Counsel
Genelabs Technologies, Inc.
505 Penobscot Drive
Redwood City, California 94063
(650) 369-9500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Gregory C. Smith, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, California 94301
(650) 470-4500
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Approximate date of commencement of proposed sale to the public: Not Applicable
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box: |_|
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: |_|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. |_|
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. |_|
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Explanatory Note:
On September 5, 2003, Genelabs Technologies, Inc., a California
corporation, filed a Registration Statement on Form S-3 (Registration No.
333-108608) which registered securities in an aggregate amount of $50,000,000.
This Post-Effective Amendment No. 1 is being filed to deregister the portion of
such securities that have not been sold as of the date hereof. The aggregate
amount of the unsold securities is $18,490,000.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Redwood City, State of California on April 5, 2006.
GENELABS TECHNOLOGIES, INC.
By: /s/ James A.D. Smith
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Name: James A.D. Smith
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Name Title Date
- ------------------------------------- ------------------------------------------------ ---------------------
/s/ James A. D. Smith President and Chief Executive Officer and April 5, 2006
- ------------------------------------ Director
James A. D. Smith
/s/ Matthew M. Loar Chief Financial Officer and Chief April 5, 2006
- ------------------------------------- Accounting Officer
Matthew M. Loar
*
- ------------------------------------- Chairman of the Board of Directors April 5, 2006
Irene A. Chow, Ph.D.
*
- ------------------------------------- Director April 5, 2006
Arthur Gray, Jr.
*
- ------------------------------------- Director April 5, 2006
H. H. Haight
*
- ------------------------------------- Director April 5, 2006
Alan Y. Kwan
* By: /s/ Matthew M. Loar
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Matthew M. Loar
Attorney-in-fact