UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT toREPORT PURSUANT ~~Section~~ TO SECTION 13 orOR 15(dD) ofOF THE ~~The~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~June~~January 187, ~~2008~~2009

GENELABS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

California	0-19222	94-3010150
(State or other jurisdiction	(Commission	(~~IRS~~I.R.S. Employer
of incorporation)	File Number)	Identification No.)
of incorporation or organization)	File Number)	Identification No.)
505 Penobscot Drive, Redwood City, California		94063
(Address of principal executive offices)		(Zip Code)

505 Penobscot Drive, Redwood City, California 94063 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (650) 369-9500

~~(Former~~ Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~ ~~satisfy~~Rule ~~the~~425 ~~filing obligations of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~230.~~2. below~~425):

o ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1.02.~~o ~~Termination~~Pre-commencement ofcommunications apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

Ono ~~June 23,~~Pre-commencement ~~2008,~~communications ~~Genelabs~~pursuant ~~Technologies, Inc. (the “Registrant”) announced that Gilead Sciences, Inc. has exercised its right~~ to ~~terminate~~Rule ~~a research collaboration agreement with the Registrant for nucleoside~~13e-~~based inhibitors for the NS5b hepatitis C virus~~ 4(~~HCV~~c) ~~polymerase.~~ ~~Gilead’s~~under ~~notice of termination, dated June 18, 2008, takes effect 90 days from~~ the ~~date~~Exchange ofAct ~~such~~(17 ~~notice.~~CFR ~~Upon termination, Gilead will return to the Registrant all rights to the compounds developed in the program~~240. 13e-4(c))

~~The~~TABLE ~~Registrant~~OF and Gilead signed their license and research collaboration agreement on September 29, 2004. Under the terms of the agreement, Gilead paid the Registrant a nonrefundable $8 million upfront payment and provided $11.2 million in research funding during the first three years of the agreement. In return, the Registrant devoted a specified number of scientists to the program and provided Gilead with exclusive access to certain compounds developed by the Registrant in the program. CONTENTS

In addition, $38 million of milestone payments were to be made on the achievement of pre-determined development goals. No milestone payments have been received by the Registrant during the term of the agreement and no further payments are due pursuant to the termination of the agreement.


	Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 3.02. Unregistered Sales of Equity Securities.
	Item 5.01. Change in Control of Registrant.
	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX

Item 9.01.Table Financialof Statements and Exhibits. Contents

~~(d) Exhibits~~ Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

A On ~~copy~~January 7, 2009, Gemstone Acquisition Corporation (“Purchaser”), a California corporation and a wholly-owned subsidiary of SmithKline Beecham Corporation, a Pennsylvania corporation (“Parent”) and a wholly-owned subsidiary of GlaxoSmithKline plc, a public limited company organized under the ~~press~~laws ~~release~~of England and Wales (“GSK”), ~~dated~~was ~~June 23~~merged (the “Merger”) with and into Genelabs Technologies, ~~2008~~Inc., isa ~~furnished~~California corporation (“Genelabs” or the “Company”), pursuant to ~~this~~the ~~Item~~terms of the Agreement and Plan of Merger dated as of October 129, 2008, by and among Parent, Purchaser and the Company (the “Merger Agreement”).02 asAs a result of the ~~Exhibit~~Merger, each share of common stock of the Company, no par value (each, a share of “Common Stock” and such Common Stock collectively the “Shares”), then outstanding (other than Shares held in the treasury of the Company and Shares that are held by (i) 99Parent, Purchaser or any other wholly-owned subsidiary of Parent or the Company or (ii) shareholders who properly demand and perfect dissenters’ rights under the California General Corporation Law) has been converted into the right to receive an amount in cash equal to $1.0130 per Share, without interest thereon and less any required withholding taxes, payable to ~~this~~the ~~Current~~holder ~~Report~~thereof onupon ~~Form~~surrender 8of the certificate formerly representing such Share or confirmation of the book-Kentry transfer of such Shares into the depository’s account, and the Company has become a wholly-owned subsidiary of Parent.

~~SIGNATURES~~ As a result of the Merger, the Company no longer fulfills the numerical listing requirements of The NASDAQ Stock Market (“NASDAQ”). Accordingly, the Company has requested that the Common Stock be withdrawn from listing on NASDAQ as of the close of business on January 7, 2009. NASDAQ has advised the Company that it will file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 to delist and deregister the Common Stock. Upon the filing of the Form 25 by NASDAQ, the Shares will no longer be listed on NASDAQ. The Company will also file with the SEC a Certification on Form 15 under the Exchange Act, requesting that the Common Stock be deregistered and that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

~~Pursuant~~ The toforegoing ~~the~~description ~~requirements~~ of the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act~~(including ofthe ~~1934,~~description of the ~~registrant~~consideration ~~has~~paid ~~duly~~in ~~caused~~connection ~~this~~with ~~report~~the toMerger) beis ~~signed~~qualified onin its ~~behalf~~entirety by reference to the ~~undersigned~~Merger Agreement, ~~thereto~~a ~~duly~~copy ~~authorized~~of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on November 3, 2008.

~~GENELABS~~ A ~~TECHNOLOGIES,~~copy ~~INC.~~of ~~By:~~the ~~/s/~~press ~~Frederick~~release W.issued ~~Driscoll~~by ~~Name:~~GSK ~~Frederick~~announcing Wthe completion of the Merger is attached as Exhibit 99.1 ~~Driscoll~~hereto ~~Title:~~and ~~Chief~~is ~~Financial~~incorporated ~~Officer~~by reference herein.

~~Date:~~Item ~~June 23,~~3.02. ~~2008~~ Unregistered Sales of Equity Securities.

~~EXHIBIT~~ On ~~INDEX~~January 7, 2009, in accordance with the terms of the Merger Agreement, Purchaser exercised the option (the “Top-Up Option”) to purchase Shares directly from the Company and purchased 1,768,624 Shares (the “Top-Up Shares”) at a price of $1.30 per Share, the same amount paid for each Share tendered and accepted for payment by Purchaser pursuant to its previously announced tender offer (the “Offer”) to purchase all of the outstanding Shares. Purchaser paid the aggregate purchase price by delivery of a secured promissory note. The Top-Up Shares, when combined with the Shares purchased in the Offer and shares beneficially owned by GSK and its wholly-owned subsidiaries, were sufficient to give Purchaser aggregate ownership of more than 90% of the outstanding Shares. The Top-Up Shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act for transactions not involving a public offering.

Exhibit
Number		Description
99.01		Press Release of Genelabs Technologies, Inc., dated June 23, 2008


Item 5.01.		Change in Control of Registrant.

The information disclosed in Item 3.01 is hereby incorporated by reference.

As a result of the consummation of the Offer and the Merger, there has been a change in control of Genelabs, and GSK now controls Genelabs.

The Purchaser acquired the remaining outstanding Shares of Genelabs by means of a merger of the Purchaser with and into Genelabs, as a result of which Genelabs became an indirect wholly owned subsidiary of GSK. Purchaser has caused to be deposited with Computershare Inc., the depositary in the Offer and exchange agent for the Merger, sufficient funds to pay for all Shares accepted for payment in the Offer or acquired in the Merger.


Item 5.02.		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, upon consummation of the Merger, the directors and officers of Purchaser immediately prior to the consummation of the Merger became the directors and officers, respectively, of the Company, in each case until their successors are duly elected or appointed and qualified.


Item 8.01.		Other Events.

On January 7, 2009, GSK issued a press release announcing the expiration of the offering period and the successful completion of the tender offer for the Shares, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits.


Exhibit 99.1		Press Release issued by GSK on January 7, 2009 (incorporated by reference to Exhibit (a)(1)(M) to the Schedule TO).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: January 9, 2009	GENELABS TECHNOLOGIES, INC.

	By:	/s/ Audrey Klijian

	Name:	Audrey Klijian
	Title:	Chief Financial Officer

EXHIBIT INDEX


Exhibit
Number		Description

99.1		Press Release issued by GSK on January 7, 2009 (incorporated by reference to Exhibit (a)(1)(M) to the Schedule TO).

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

Item 9.01.Table Financialof Statements and Exhibits. Contents

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