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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GENELABS TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
368706107
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(CUSIP Number)
Joseph Leung
Veron International Limited
Top Floor - ChinaChem Golden Plaza
77 Mody Road, Tsimshatsui East
Kowloon, Hong Kong
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
February 24, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
Exhibit index on Page 6.
Page 1 of 6 Pages
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Page 2 of 6 Pages
SCHEDULE 13D
CUSIP No. 368706107
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Veron International Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
5,391,633
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
None
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
5,391,633
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
None
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Page 3 of 6 Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,391,633
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14%
14. TYPE OF REPORTING PERSON*
CO
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Page 4 of 6 Pages
Item 1. Security and Issuer.
The security in reference is Common Stock of Genelabs Technologies, Inc. The
principal office is located at 505 Penobscot Drive, Redwood City, California
94063-4738.
Item 2. Identity and Background.
a) Veron International Limited ("Veron")
b) c/o Chinachem Golden Plaza, Top Floor, 77 Mody Road, Tsimshatsui
East, Kowloon, Hong Kong
c) Veron International Limited is an investment holding company
d) Not applicable
e) Not applicable
f) British Virgin Islands
Veron is an investment holding company which is controlled by Ms. Nina
Wang. The names of each executive officer and director of Veron are as
follows:
<TABLE>
<S> <C>
Officers:
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Ms. Nina T.H. Wang Mr. Joseph Leung Wing Kong
President & Treasurer Vice President & Secretary
c/o Chinachem Golden Plaza, Top Floor c/o Chinachem Golden Plaza, Top Floor
77 Mody Road 77 Mody Road
Kowloon, Hong Kong Kowloon, Hong Kong
Directors:
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Ms. Nina T.H. Wang Mr. Joseph Leung Wing Kong
c/o Chinachem Golden Plaza, Top Floor c/o Chinachem Golden Plaza, Top Floor
77 Mody Road 77 Mody Road
Kowloon, Hong Kong Kowloon, Hong Kong
Mr. Chan Kam Por Mr. Li Kwok Kee
c/o Chinachem Golden Plaza, Top Floor c/o Chinachem Golden Plaza, Top Floor
77 Mody Road 77 Mody Road
Kowloon, Hong Kong Kowloon, Hong Kong
</TABLE>
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Page 5 of 6 Pages
To the knowledge of Veron, during the last five years none of such
persons (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding or a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to Federal or State
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The securities were purchased with cash from working capital.
Item 4. Purpose of Transaction.
Securities were purchased for investment purposes.
a) Not applicable.
b) Not applicable.
c) Not applicable.
d) Not applicable.
e) Not applicable.
f) Not applicable.
g) Not applicable.
h) Not applicable.
i) Not applicable.
j) Not applicable.
Item 5. Interest in Securities of the Issuer
a) There are currently 39,212,846 shares of Common Stock issued and
outstanding. The 5,391,633 shares currently owned by Veron
represent 14% of such total.
Ms. Wang was appointed as a member of the Board of Directors of
Genelabs on February 6, 1997. In connection with this appointment she received
options to purchase 20,000 shares of Genelabs common stock at $6.25 per share.
10,000 shares vest on February 6, 1998 and 10,000 vest on February 6, 1999. The
options expire on February 6, 2002.
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Page 6 of 6 Pages
b) Veron has sole power to vote and to dispose of the 5,391,633
shares currently owned.
c) On February 29, 1996, Veron purchased from the Company a total
of 812,211 shares pursuant to the exercise of a warrant for $3.39
per share. In addition, from July 8, 1996 to August 5, 1996 Veron
purchased a total of 355,000 shares in open market transactions at
an average price per share of approximately $5.00.
d) Not applicable.
e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Veron and the Company entered into a Common Stock Purchase Agreement (the
"Purchase Agreement"), dated November 15, 1996 (the "Agreement"). The
Agreement provides that the Company will issue a total of 2.6 million shares of
Common Stock (the "Shares") to Veron at $4.00 per share. Pursuant to the
Agreement, 700,000 shares were issued at the first closing on November 18,
1996, and the remaining shares were issued at the second closing on February
24, 1997 upon the early termination of the Hart-Scott-Rodino waiting period.
The Agreement includes customary representations and warranties of the Company
and the Purchaser. In addition, the Agreement provides that Veron cannot sell
any of the Shares for one year following the date of the Agreement without the
prior written consent of the Company. The agreement does not grant any
registration rights in favor of Veron. The Agreement also provides that the
Company will pay to Veron or its affiliate $950,000 in lieu of any broker's
fees or commissions and to cover Veron's fees and expenses.
Item 7. Material to be Filed as Exhibits.
Not applicable.
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 14, 1997
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VERON INTERNATIONAL LIMITED
By: /s/ Joseph W. K. Leung
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Title: Director
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