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Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-34630
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED JULY 3, 2000)
779,271 SHARES
GENELABS TECHNOLOGIES, INC.
COMMON STOCK
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You should read this prospectus supplement and the accompanying prospectus
carefully before you invest. Both documents contain information you should
consider carefully before making your investment decision.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS.
PLAN OF DISTRIBUTION
We are offering 779,271 shares of our common stock to Acqua Wellington
North American Equities Fund, Ltd. ("Acqua Wellington") pursuant to this
prospectus supplement. The common stock will be purchased at a negotiated
purchase price of $3.99 per share. We will not pay any other compensation with
respect to this sale of common stock.
Acqua Wellington and its pledgees, donees, transferees and other subsequent
owners, may offer their shares at various times in one or more of the following
transactions:
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o in the over-the-counter market; or
o in privately negotiated transactions
at prevailing market prices at the time of sale, at prices related to those
prevailing market prices, at negotiated or at fixed prices.
Acqua Wellington may also sell its shares under Rule 144 instead of this
prospectus, if Rule 144 is available for those sales.
The transactions in the shares may be effected by one or more of the
following methods:
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o purchases by a broker or dealer as principal, and the resale by that
broker or dealer for its account under this prospectus, including
resale to another broker or dealer;
o block trades in which the broker or dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal in order to facilitate the transaction; or
o negotiated transactions between selling stockholders and purchasers
without a broker or dealer.
Acqua Wellington is an "underwriter" within the meaning of the Securities
Act in connection with its sale of the shares purchased from us described in
this prospectus supplement. Broker-dealers or other persons acting on the behalf
of parties that participate in the distribution of the shares may also be deemed
to be underwriters. Any commissions or profits they receive on the resale of the
shares may be deemed to be underwriting discounts and commissions under the
Securities Act.
During the time Acqua Wellington is engaged in distributing shares covered
by this prospectus, Acqua Wellington is required to comply with the requirements
of the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act.
Under those rules and regulations, they:
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o may not engage in any stabilization activity in connection with our
securities;
o must furnish each broker which offers shares of common stock covered
by this prospectus with the number of copies of this prospectus which
are required by each broker; and
o may not bid for or purchase any of our securities or attempt to induce
any person to purchase any of our securities other than as permitted
under the Exchange Act.
With respect to the purchase and potential resale of the common stock
covered by this prospectus supplement, we have agreed to indemnify and hold
harmless Acqua Wellington and each person who controls Acqua Wellington against
certain liabilities, including liabilities under the Securities Act, which may
be based upon, among other things, any untrue statement or alleged untrue
statement of a material fact or any omission or alleged omission of a material
fact, unless made or omitted in reliance upon written information provided to us
by Acqua Wellington. We have agreed to pay certain reasonable fees of Acqua
Wellington related to the execution of the purchase agreement relating to the
shares and the transactions contemplated thereby in an amount up to $40,000.
USE OF PROCEEDS
We will use the proceeds of this offering as described in the prospectus.
See "Use of Proceeds" beginning on page 11 of the prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus supplement and the accompanying prospectus.
We incorporate the documents listed below, in addition to those indicated on
page 14 of the prospectus:
o Report on Form 8-K dated July 10, 2000, filed with the SEC on July 10,
2000.
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MARKET FOR OUR COMMON STOCK
On August 4, 2000, the last reported sale price of our common stock on the
Nasdaq National Market was $3.75 per share. Our common stock is listed on the
Nasdaq National Market under the symbol "GNLB." The common stock sold under this
prospectus supplement will be listed on the Nasdaq National Market after we
notify the Nasdaq National Market that the shares have been issued.
As of August 4, 2000, we had 43,673,925 shares of common stock outstanding.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.
NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus supplement is August 7, 2000.
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TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT
Plan of Distribution.....................................................S-1
Use of Proceeds..........................................................S-3
Where You Can Find More Information......................................S-3
Market for Our Common Stock..............................................S-4
General..................................................................S-4
PROSPECTUS
Prospectus Summary.........................................................1
Genelabs Technologies, Inc.................................................1
The Offering...............................................................1
Risk Factors...............................................................3
Forward-Looking Statements................................................10
Use of Proceeds...........................................................11
Dilution..................................................................12
Plan of Distribution......................................................13
Legal Matters.............................................................13
Experts...................................................................13
Where You Can Get More Information........................................14
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