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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1999
REGISTRATION NO. 33-97336
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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<S> <C>
CALIFORNIA 94-3010150
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
505 PENOBSCOT DRIVE
REDWOOD CITY, CALIFORNIA 94063-4738
(650) 369-9500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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MATTHEW M. LOAR
VICE PRESIDENT, FINANCE
505 PENOBSCOT DRIVE
REDWOOD CITY, CALIFORNIA 94063-4738
(650) 369-9500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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WITH A COPY TO:
GREGORY C. SMITH, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
525 UNIVERSITY AVENUE, SUITE 220
PALO ALTO, CALIFORNIA 94301
(650) 470-4500
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Approximate date of commencement of proposed sale to 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-3 (File No. 33-97336) (the
"Registration Statement"), the Registrant registered an aggregate of 9,750,000
shares of Common Stock, no par value (the "Common Stock"), of the Registrant.
The Registration Statement was declared effective on October 2, 1995.
Under the terms of Unit Purchase Agreements dated August 18 and 23, 1995
among the Registrant and certain holders of the shares offered under the
Registration Statement, the Registrant was required to keep the Registration
Statement effective until four years after the Closing Date under such Unit
Purchase Agreements or such earlier date as all of the securities registered
pursuant to the Registration Statement have been sold or may be sold under Rule
144 of the Securities Action of 1933, as amended (the "Securities Act").
Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement
is being filed for the purpose of deregistering 7,216,825 shares of the Common
Stock, which the Company believes are now eligible for resale pursuant to Rule
144(k) of the Securities Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Redwood City, State of
California, on January 29, 1999.
GENELABS TECHNOLOGIES, INC.
By: /s/ Irene A. Chow, Ph.D.
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Irene A. Chow, Ph.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act , this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on January 22, 1999.
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<CAPTION>
SIGNATURE TITLE
- ------------------------------ -------------------------------
<S> <C>
/s/ Irene A. Chow, Ph.D. President and Chief Executive
- ------------------------------ Officer and Director
Irene A. Chow, Ph.D. (Principal Executive Officer)
/s/ James A.D. Smith Chief Operating Officer
- ------------------------------ (Principal Financial Officer)
James A.D. Smith
/s/ Matthew M. Loar Director, Finance and Controller
- ------------------------------ (Principal Accounting Officer)
Matthew M. Loar
/s/ J. Richard Crout, M.D. Director
- ------------------------------
J. Richard Crout, M.D.
/s/ Thomas E. Dewey, Jr. Director
- ------------------------------
Thomas E. Dewey, Jr.
Director
- ------------------------------
Frank L. Douglas, M.D., Ph.D.
/s/ Edgar G. Engleman, M.D. Director
- ------------------------------
Edgar G. Engleman, M.D.
/s/ Arthur Gray, Jr. Director
- ------------------------------
Arthur Gray, Jr.
/s/ H.H. Haight Director
- ------------------------------
H.H. Haight
/s/ Alan Y. Kwan Director
- ------------------------------
Alan Y. Kwan
- ------------------------------ Director
Nina K. Wang
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