-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J4pmMo+1kmFZDbOEfEnVPC/KHQ+D2BtXkaXXBX1iJwBQdQIjzxmvT4CRGV0+fSlD 0eYcV2hVrzOx9em0duuDrw== 0000905718-06-000190.txt : 20060628 0000905718-06-000190.hdr.sgml : 20060628 20060628164058 ACCESSION NUMBER: 0000905718-06-000190 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060628 DATE AS OF CHANGE: 20060628 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENELABS TECHNOLOGIES INC /CA CENTRAL INDEX KEY: 0000874443 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943010150 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42078 FILM NUMBER: 06930452 BUSINESS ADDRESS: STREET 1: 505 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503969500 MAIL ADDRESS: STREET 1: 505 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fort Mason Capital, LLC CENTRAL INDEX KEY: 0001341186 IRS NUMBER: 201981502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, SUITE 2050 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-288-8100 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, SUITE 2050 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 gene13gjun06.txt SC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Genelabs Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 368706206 - -------------------------------------------------------------------------------- (CUSIP Number) June 27, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 368706206 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Fort Mason Capital, LLC - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 1,904,762* ------------------------------------- (6) Shared Voting Power: ------------------------------------- (7) Sole Dispositive Power: 1,904,762* ------------------------------------- (8) Shared Dispositive Power: ------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,904,762* - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 8.0%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- * Pursuant to a Securities Purchase Agreement, dated June 27, 2006 (the "Agreement"), Fort Mason Master, LP, a Cayman Islands limited partnership ("Master"), shall acquire (i) 1,904,762 shares of the common stock, no par value (the "Shares"), of Genelabs Technologies, Inc., a California corporation (the "Company") and (ii) warrants which shall entitle Master to purchase up to 761,904 Shares (the "Warrants"), at an exercise price of $1.42 per share (subject to adjustment as set forth in the Warrants). The transactions contemplated by the Agreement are expected to close on or about June 30, 2006. The Warrants provide that in no event shall the Warrants be exercisable to the extent that the issuance of Shares upon exercise thereof, after taking into account the Shares then beneficially owned by Master, would result in the beneficial ownership by Master of more than 4.99% of the outstanding Shares (the "Issuance Limitation"). Master has the right to waive the Issuance Limitation upon sixty-one (61) days written notice to the Company. The Issuance Limitation presently remains in effect. Fort Mason Capital, LLC, a Delaware limited liability company ("Capital"), serves as the investment manager to Master and possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by Master. Thus, as of June 27, 2006, for the purposes of Reg. Section 240.13d-3, Capital is deemed to beneficially own 1,904,762 Shares, or 8.0% of the Shares deemed issued and outstanding as of that date. This number assumes that none of the Warrants have converted into Shares due to the Issuance Limitation. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by Capital or any other person that it is the beneficial owner of any of the Shares underlying the Warrants subject to the Issuance Limitation for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Item 1(a). Name Of Issuer. Genelabs Technologies, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 505 Penobscot Drive, Redwood City, California 94063 Item 2(a). Name of Person Filing. Fort Mason Capital, LLC Item 2(b). Address of Principal Business Office or, if None, Residence. Four Embarcadero Center, Suite 2050, San Francisco, CA 94111 Item 2(c). Citizenship. Fort Mason Capital, LLC is a Delaware limited liability company Item 2(d). Title of Class of Securities. Common Stock, no par value Item 2(e). CUSIP No. 368706206 Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned (as of June 27, 2006) 1,904,762* (b) Percent of Class (as of June 27, 2006) 8.0%* (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote 1,904,762* (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to direct the disposition of 1,904,762* (iv) shared power to dispose or to direct the disposition of * Pursuant to a Securities Purchase Agreement, dated June 27, 2006 (the "Agreement"), Fort Mason Master, LP, a Cayman Islands limited partnership ("Master"), shall acquire (i) 1,904,762 shares of the common stock, no par value (the "Shares"), of Genelabs Technologies, Inc., a California corporation (the "Company") and (ii) warrants which shall entitle Master to purchase up to 761,904 Shares (the "Warrants"), at an exercise price of $1.42 per share (subject to adjustment as set forth in the Warrants). The transactions contemplated by the Agreement are expected to close on or about June 30, 2006. The Warrants provide that in no event shall the Warrants be exercisable to the extent that the issuance of Shares upon exercise thereof, after taking into account the Shares then beneficially owned by Master, would result in the beneficial ownership by Master of more than 4.99% of the outstanding Shares (the "Issuance Limitation"). Master has the right to waive the Issuance Limitation upon sixty-one (61) days written notice to the Company. The Issuance Limitation presently remains in effect. Fort Mason Capital, LLC, a Delaware limited liability company ("Capital"), serves as the investment manager to Master and possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by Master. Thus, as of June 27, 2006, for the purposes of Reg. Section 240.13d-3, Capital is deemed to beneficially own 1,904,762 Shares, or 8.0% of the Shares deemed issued and outstanding as of that date. This number assumes that none of the Warrants have converted into Shares due to the Issuance Limitation. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by Capital or any other person that it is the beneficial owner of any of the Shares underlying the Warrants subject to the Issuance Limitation for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 28, 2006 FORT MASON CAPITAL, LLC By:/s/ Dan German -------------------------------- Name: Dan German Title: Managing Member Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----