<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Genta Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[Company Logo]
3550 GENERAL ATOMICS COURT
SAN DIEGO, CA 92121
(619) 455-2700
August , 1996
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders which
will be held on September 19, 1996, at 11:00 a.m., at the Sheraton Grande Hotel,
10950 North Torrey Pines Road, La Jolla, California.
The formal notice of the Special Meeting and the Proxy Statement have been
made a part of this invitation.
After reading the Proxy Statement, please mark, date, sign and return, at
an early date, the enclosed proxy in the prepaid envelope addressed to Wells
Fargo Bank, our agent, to ensure that your shares will be represented. YOUR
SHARES CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THE ENCLOSED PROXY OR
ATTEND THE ANNUAL MEETING IN PERSON.
A copy of the Company's Form 10-Q for the quarter and six months ended
June 30, 1996 is enclosed herewith for your information. I look forward to
seeing you at the meeting.
Sincerely yours,
Thomas H. Adams
Chairman of the Board and
Chief Executive Officer
<PAGE>
GENTA INCORPORATED
----------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 19, 1996
----------
A Special Meeting of Stockholders of Genta Incorporated (the "Company")
will be held at the Sheraton Grande Hotel, 10950 North Torrey Pines Road, La
Jolla, California, on September 19, 1996, at 11:00 a.m., for the following
purposes:
1. To consider and vote up a proposal to amend the Company's Restated
Certificate of Incorporation (the "Certificate of Incorporation") to
increase the number of authorized shares of Common Stock of the
Company from 45,000,000 to 150,000,000.
2. To act upon any other matters properly coming before the Special
Meeting and at any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on August 6, 1996 as
the record date for determining the stockholders entitled to notice of and to
vote at the Special Meeting and any adjournment thereof. A complete list of
stockholders entitled to vote will be available at the Assistant Secretary's
office, 3550 General Atomics Court, San Diego, California, for ten days before
the meeting.
August , 1996 By Order of the Board of Directors,
Howard Sampson
Vice President, Chief Financial Officer
and Assistant Secretary
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS MEETING. EVEN IF
YOU PLAN TO ATTEND IN PERSON, PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY. THIS WILL NOT LIMIT YOUR RIGHT TO ATTEND OR VOTE AT THE
MEETING.
<PAGE>
GENTA INCORPORATED
----------
PROXY STATEMENT
----------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Genta Incorporated, a Delaware corporation (the
"Company"), of proxies in the accompanying form to be used at the Special
Meeting of Stockholders to be held at the Sheraton Grande Hotel, 10950 North
Torrey Pines Road, La Jolla, California, on September 19, 1996 and any
adjournment thereof (the "Special Meeting"). The shares represented by the
proxies received in response to this solicitation and not revoked will be voted
at the Special Meeting. A proxy may be revoked at any time before it is
exercised by filing with the Assistant Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or by voting in person
at the Special Meeting. On the matters coming before the Special Meeting for
which a choice has been specified by a stockholder by means of the ballot on the
proxy, the shares will be voted accordingly. If no choice is specified, the
shares of Common Stock will be voted FOR the approval of Proposal 1 described in
the Notice of Special Meeting and in this Proxy Statement.
Stockholders of record of the Company's Common Stock (the "Common Stock")
at the close of business on August 6, 1996 are entitled to notice of and to vote
at the Special Meeting. As of the close of business on such date, the Company
had 30,958,135 shares of Common Stock outstanding and entitled to vote. Each
holder of Common Stock is entitled to one vote for each share held as of the
record date. As of the close of business on August 6, 1996 the Company also had
584,000 shares of Series A Convertible Preferred Stock (the "Series A Preferred
Stock") and 1,794 shares of Series C Convertible Preferred Stock (the "Series C
Preferred Stock") outstanding and entitled to notice of the Special Meeting.
Holders of the Series A Preferred Stock and the Series C Preferred Stock are not
entitled to vote at the Special Meeting.
Proposal 1 will be decided by the affirmative vote of a majority of the
shares of Common Stock present in person or represented by proxy and entitled to
vote on such matter. Abstentions are treated as shares present or represented
and entitled to vote and thus have the same effect as negative votes. Broker
non-votes and other circumstances in which proxy authority has been withheld are
not deemed to be present or represented for purposes of determining whether
stockholder approval has been obtained.
The expense of printing and mailing proxy materials will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may
be made by certain directors, officers and other employees of the Company by
personal interview, telephone or facsimile. No additional compensation will be
paid to such persons for such solicitation. The Company will reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation materials to beneficial owners of the Company's Common Stock and
Series A and Series C Preferred Stock.
This Proxy Statement and the accompanying form of proxy are being mailed to
stockholders on or about August 19, 1996.
IMPORTANT
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR
EARLIEST CONVENIENCE IN THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE SO THAT,
WHETHER YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING OR NOT, YOUR SHARES OF
COMMON STOCK CAN BE VOTED. THIS WILL NOT LIMIT YOUR RIGHT TO ATTEND OR VOTE AT
THE SPECIAL MEETING.
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of July 25, 1996 as to shares
of Common Stock beneficially owned by (i) the Company's directors, (ii) the
Company's executive officers named in the Summary Compensation Table included in
the Company's Form 10-K/A filed with the Securities and Exchange Commission in
April 1996, (iii) the directors and executive officers of the Company as a group
and (iv) each person known by the Company to be the beneficial owner of more
than five percent of the outstanding shares of the Common Stock of the Company.
As of July 25, 1996, each share of Series A Preferred Stock was convertible at
the option of the holder into 8.65 shares of Common Stock. Each share of
Series C Preferred Stock is convertible into that number of shares of Common
Stock determined by dividing the sum of $1,000 plus accrued dividends on each
share of Series C Preferred Stock by the conversion price of the Series C
Preferred Stock. The conversion price of the Series C Preferred Stock is equal
to 75% of the average of the closing bid prices of the Company's Common Stock on
the Nasdaq National Market for a specified period. The number of shares of
Common Stock issuable upon conversion of the Series C Preferred Stock included
in the table set forth below is based upon the average Nasdaq National Market
closing bid price of the Company's Common Stock for the period July 19, 1996
through July 25, 1996, which was $1.20. Except as required by law or with
respect to the creation or amendment of senior classes of preferred stock or
creation of different series or classes of Common Stock, and in certain other
instances, the holders of Series A and Series C Preferred Stock do not have
voting rights until conversion into Common Stock. Except as otherwise indicated
and subject to applicable community property laws, each person has sole
investment and voting power with respect to the shares shown. Ownership
information is based upon information furnished by the respective individuals or
entities, as the case may be.
Beneficial Ownership of
Common Stock
-------------------------------
Number Percent
of Shares of Class
-------------------------------
Institutional Venture Partners IV. . . . . . 2,925,994(1) 9.27%
3000 Sand Hill Road
Building 2, Suite 290
Menlo Park, California 94025
Jago Finance Limited . . . . . . . . . . . . 1,620,561(2) 5.23%
Wellington House
17 Union Street
St. Helier, NJ 07016
Domain Partners II, L.P. . . . . . . . . . . 1,717,940(3) 5.47%
One Palmer Square
Princeton, New Jersey 08542
Domain Partners, L.P.. . . . . . . . . . . . 1,603,337(4) 5.18%
One Palmer Square
Princeton, New Jersey 08542
Desai Capital Management Incorporated. . . . 1,676,360(5) 5.19%
540 Madison Avenue
New York, New York 10022
James C. Blair . . . . . . . . . . . . . . . 3,879,821(6)(8) 12.17%
Samuel D. Colella. . . . . . . . . . . . . . 2,970,001(7) 9.41%
Paul O.P. Ts'o . . . . . . . . . . . . . . . 887,000(8) 2.86%
Thomas H. Adams. . . . . . . . . . . . . . . 446,312(9) 1.44%
Robert E. Klem . . . . . . . . . . . . . . . 243,611(10) *
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<PAGE>
Beneficial Ownership of
Common Stock
-------------------------------
Number Percent
of Shares of Class
---------------- -----------
Kameron W. Maxwell . . . . . . . . . . . . . 56,881(11) *
Guy Van de Winckel . . . . . . . . . . . . . -- *
David F. Hale. . . . . . . . . . . . . . . . 46,661(12)(8) *
Sharon B. Webster. . . . . . . . . . . . . . 24,000(8) *
Zofia E. Dziewanowska. . . . . . . . . . . . 85,233(11) *
Donald Picker. . . . . . . . . . . . . . . . --(13) *
All directors and executive officers
as a group (13 persons). . . . . . . . . 9,017,522(14) 27.59%
- ------------------
* Less than one percent
(1) Includes 579,334 shares issuable upon conversion of Series C Preferred
Stock beneficially owned by Institutional Venture Partners IV within
60 days after July 25, 1996. Also includes 44,646 shares of Common Stock
beneficially owned by Institutional Venture Management IV (including 7,874
shares issuable upon the conversion of Series C Preferred Stock and 4,000
shares which may be acquired within 60 days after July 25, 1996 pursuant to
the exercise of options). Mr. Colella is a general partner of
Institutional Venture Management IV.
(2) Does not include 700,000 shares of Common Stock held by Jagotec AG and
119,439 shares of Common Stock held by an affiliate of Jagotec AG.
(3) Includes 293,604 shares issuable upon conversion of Series C Preferred
Stock beneficially owned by Domain Partners II, L.P. ("Domain II") within
60 days after July 25, 1996. Also includes 129,750 shares of common stock
currently issuable upon the conversion of Series A Preferred Stock and
15,000 shares issuable upon the exercise of warrants beneficially owned by
Domain II.
(4) Includes 293,604 shares issuable upon conversion of Series C Preferred
Stock beneficially owned by Domain Partners, L.P. ("Domain") within 60 days
after July 25, 1996.
(5) Desai Capital Management Incorporated ("DCMI") acts as an investment
advisor to Equity-Linked Investors, L.P. ("ELI") and Equity-Linked
Investors-II ("ELI-II"). Rohit M. Desai is the managing general partner of
Rohit M. Desai Associates and Rohit M. Desai Associates-II, the general
partners of ELI and ELI-II, respectively. Mr Desai is the sole
stockholder, Chairman of the Board and President of DCMI. Includes
1,185,050 shares of Common Stock currently issuable upon the conversion of
the Series A Preferred Stock and 137,000 shares issuable upon the exercise
of warrants beneficially owned by ELI and ELI-II. Does not include 2,400
shares of Common Stock owned directly by DCMI and 600 shares of Common
Stock owned by an individually managed account for which DCMI provides
investment advisory services. DCMI has the power to vote and dispose of
the securities held of record by ELI and ELI-II and the individually
managed account. DCMI and Mr. Desai each disclaim beneficial ownership of
the securities held by ELI and ELI-II and the individually managed account.
(6) Includes 1,603,337 shares of Common Stock beneficially owned by Domain and
1,717,940 shares of Common Stock beneficially owned by Domain II,
referenced in the table. Dr. Blair is a general partner of One Palmer
Square Associates and One Palmer Square Associates II, L.P., the general
partners of Domain and Domain II, respectively, and has an indirect
beneficial interest in these shares. Includes 548,427 shares of Common
Stock beneficially owned by Biotechnology Investments Limited ("BIL"),
(including 173,000 shares currently issuable upon the conversion of the
Series A Preferred Stock and 20,000 shares issuable upon the exercise of
warrants beneficially owned by BIL). Pursuant to a contractual
arrangement, Domain Associates, of which Dr. Blair is a general partner, is
the U.S. venture capital advisor to BIL. Domain Associates has no voting
or investment power over BIL. Dr. Blair disclaims beneficial
-3-
<PAGE>
ownership of these shares. Shares of Common Stock also include 4,325
shares currently issuable on conversion of Series A Preferred Stock and 500
shares issuable upon the exercise of warrants beneficially owned by Domain
II, BIL and Dr. Blair.
(7) Mr. Colella is a general partner of Institutional Venture Management IV,
the general partner of Institutional Venture Partners IV, and has an
indirect beneficial interest in the 2,886,393 shares of Common Stock
beneficially owned by Institutional Venture Partners IV and 39,601 shares
of Common Stock beneficially owned by Institutional Venture Management IV.
Mr. Colella disclaims beneficial ownership of these shares, except to the
extent of his individual partnership interests. Shares of Common Stock
include 20,760 shares and 5,190 shares currently issuable on conversion of
such Series A Preferred Stock and 2,500 shares and 500 shares issuable
upon the exercise of warrants beneficially owned by the Colella Family
Trust and the Colella Family Partnership, respectively.
(8) Includes 4,000 shares of Common Stock which Dr. Blair, Dr. Ts'o, Mr. Hale
and Dr. Webster may each acquire within 60 days after July 25, 1996
pursuant to the exercise of options.
(9) Includes 115,000 shares of Common Stock held in several trusts for
Dr. Adams' children, as to which Dr. Adams has shared voting and
investment power. Also includes 27,990 shares of Common Stock which may
be acquired within 60 days after July 25, 1996 pursuant to the exercise of
options.
(10) Includes 18,750 shares of Common Stock held by a trust for Dr. Klem's
children, as to which Dr. Klem has shared voting and investment power.
Includes 1,500 shares of Common Stock owned by Dr. Klem's wife, as to which
he disclaims beneficial ownership. Also, includes 8,533 shares of Common
Stock which may be acquired within 60 days after July 25, 1996 pursuant to
the exercise of options.
(11) These shares may be acquired within 60 days after July 25, 1996 pursuant
to the exercise of options. Mr. Maxwell resigned from his position
with the Company, effective March 31, 1996, and is now a consultant to the
Company.
(12) Includes 17,500 shares of Common Stock held in a trust as to which Mr.
Hale has shared voting and investment power.
(13) Mr. Picker resigned from his position with the Company, effective
January 31, 1996.
(14) Includes 179,774 shares of Common Stock which may be acquired within 60
days after July 25, 1996 pursuant to the exercise of options. Includes
268,125 shares of Common Stock (including 21,625 shares currently issuable
upon conversion of such Series A Preferred Stock and 2,500 shares issuable
upon the exercise of warrants) held by family trusts for the benefit of
family members of directors and officers as to which such directors and
officers have voting and investment power and includes shares held by
entities affiliated with certain directors as described in the footnotes
above.
-4-
<PAGE>
PROPOSAL 1
APPROVAL FOR INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Board of Directors has unanimously approved and recommended
that the stockholders of the Company approve an amendment to Section (A) of
Article IV of the Company's Restated Certificate of Incorporation, as amended
(the "Certificate of Incorporation") to increase the number of authorized shares
of Common Stock of the Company from 45,000,000 to 150,000,000 shares.
The text of Article IV Section (A) as it is proposed to be amended is set
forth in Exhibit A to this Proxy Statement. As of July 25, 1996 there were
outstanding (i) 30,958,135 shares of Common Stock, with 2,959,850 shares
reserved for issuance pursuant to the Company's Stock Plans; (ii) 584,000 shares
of Series A Preferred Stock; (iii) 1,794 shares of Series C Convertible
Preferred Stock; and (iv) warrants to purchase 1,082,562 shares of Common Stock
with 1,082,562 shares of Common Stock reserved for issuance upon exercise of
warrants. As of July 25, 1996, there were 5,051,600 and 2,018,105 shares of
Common Stock reserved for issuance upon the conversion of the Company's Series A
Preferred Stock and Series C Preferred Stock, respectively. In addition, there
were 2,336,000 shares of Common Stock reserved for issuance for payment of a
dividend on the Series A Preferred Stock, payable September 1996.
Under the terms of the Certificate of Incorporation the Company must
mandatorily redeem the outstanding shares of Series A Preferred Stock beginning
on September 23, 1996 for $50 per share plus accrued and unpaid dividends, which
may, subject to certain conditions, be paid in Common Stock valued at an average
trading price for 10 trading days before August 20. At the closing price of the
Company's Common Stock on July 25, 1996, this mandatory redemption (including
accrued and unpaid dividends) would require the issuance of 25,696,000 shares.
The Company does not currently have enough unreserved shares of Common Stock to
effect this redemption and thus on September 23, 1996 will not be in compliance
with the terms of its Certificate of Incorporation if this Proposal 1 is not
approved. In such an event, the Company will be in breach of its obligations
toward the holders of Series A Preferred Stock, and could therefore be exposed
to a potential claim brought by the holders of Series A Preferred Stock. Any
such claim would have a material adverse effect upon the Company. In addition,
the Company's noncompliance with its Certificate of Incorporation may result in
the Company being in default under many of its other agreements, which would
have a material adverse effect on the Company. Further, the Company would be
unable to issue additional shares of stock as a method of raising capital or as
a way of facilitating a restructuring or financing a transaction, if any, with a
third party.
The proposed increase in authorized shares of Common Stock should enable
the Company to reserve adequate amounts of Common Stock to effect the
redemption. In addition, the proposed increase in authorized shares of Common
Stock should enable the Company to reserve adequate amounts of Common Stock to
meet its dividend obligations with respect to the Series A and Series C
Preferred Stockholders, if the Company is permitted to pay dividends on such
shares under Delaware law. Further to the above described uses, any additional
authorized shares could be used for any proper corporate purpose approved by the
Company as described below under "Advantages." These shares of Common Stock, if
the amendment is approved, could be issued without further stockholder approval
except as required by Delaware law and the rules of the Nasdaq National Market.
See "Disadvantages" below. The Company's stockholders do not have any
preemptive rights to acquire Common Stock. The Board of Directors does not
intend to issue any Common Stock except on terms which it deems to be in the
best interest of the Company and its stockholders.
The Company is in discussions concerning various capital raising or
restructuring alternatives. Several of such alternatives would require the
issuance of additional shares of the Company's capital stock. The Company does
not have enough authorized capital to consummate any such alternative. If this
proposal is approved, it may facilitate the Company's ability to enter into such
a transaction; however there can be no assurance that the Company will be
able to enter into any such transaction.
If this proposal is approved, the Certificate of Incorporation will be
amended in the form attached hereto as Exhibit A.
ADVANTAGES
The increase in the number of authorized shares available for issuance
should allow the Company to reserve a sufficient number of shares to comply with
the terms of its Certificate of Incorporation with respect to the number of
shares required to
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<PAGE>
be available to redeem the Series A Preferred Stock. The increased available
capital may also potentially provide the Company with the flexibility to issue
additional shares in connection with future financings or restructurings.
DISADVANTAGES
Although a proposal to increase the authorized capital stock of a company
may be construed as having an anti-takeover effect, neither the Board of
Directors nor the management of the Company views this proposal in that
perspective. However, the Company could use the additional shares to
frustrate persons seeking to effect a takeover or otherwise gain control of
the Company by, for example, privately placing shares with purchasers who
might side with the Board of Directors in opposing a hostile takeover bid.
The Company is not aware of any such hostile takeover bid at this time. In
addition, shares of Common Stock may be issued in the event that the rights
issued in connection with the Company's Stockholder Rights Plan are
exercised. Shares of Common Stock could also be issued to a holder that
would thereafter have sufficient voting power to assure that any proposal to
amend or repeal the By-Laws or certain provisions of the Certificate of
Incorporation would not receive the requisite vote required. Such uses of
the Common Stock could render more difficult or discourage an attempt to
acquire control of the Company, if such transaction were opposed by the Board
of Directors. Further, subject to stockholder approval requirements of the
Nasdaq National Market and Delaware law, the additional authorized shares not
otherwise required to meet the Company's obligations under its Certificate of
Incorporation could be issued by the Company without further stockholder
approval which would result in further dilution to the holders of Common
Stock. While, as previously noted, the Company is in discussions concerning
various capital raising or restructuring alternatives, the Company has no
agreements or commitments with respect to its authorized but unissued shares,
except in connection with the redemption and conversion of the Company's
Preferred Stock, the issuance of Common Stock dividends to holders of
Preferred Stock, the issuance of Common Stock upon exercise of options and
warrants, and verbal commitments by the Company to issue stock and warrants
for 950,000 shares of Common Stock in exchange for cancellation of
approximately $850,000 of accounts payable.
REQUIRED VOTE
In order to be adopted, this proposal must receive the affirmative vote of
holders holding a majority of the shares of Common Stock eligible to vote at the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
-6-
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other business that will be presented at
the Special Meeting. If any other business is properly brought before the
Special Meeting, it is intended that proxies in the enclosed form will be voted
in accordance with the judgment of the persons voting the proxies.
Whether you intend to be present at the Special Meeting or not, we urge you
to return your signed proxy promptly.
By order of the Board of Directors,
Howard Sampson
Vice President, Chief
Financial Officer and
Assistant Secretary
Dated: August ___, 1996
-7-
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
GENTA INCORPORATED
GENTA INCORPORATED, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Genta Incorporated,
resolutions were duly adopted setting forth a proposed amendment of the Restated
Certificate of Incorporation of the corporation, and declaring that such
amendment is advisable and that such amendment should be submitted to the
stockholders of the corporation for approval. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Restated Certificate of Incorporation of the
corporation hereby is amended by changing the first paragraph of Article IV
to read in full as follows:
"ARTICLE IV
A. CLASSES OF STOCK. The total number of shares of all classes of
capital stock which the corporation shall have authority to issue is One
Hundred Fifty Five Million (155,000,000) of which One Hundred Fifty Million
(150,000,000) shares of the par value of One Tenth of One Cent ($.001) each
shall be Common Stock (the "Common Stock") and Five Million (5,000,000)
shares of the par value of One Tenth of One Cent ($.001) each shall be
Preferred Stock (the "Preferred Stock")."
SECOND: Thereafter, pursuant to resolutions of the corporation's Board of
Directors, the amendment was submitted to the stockholders of the corporation
for approval at a Special Meeting of Stockholders, and such meeting was called
and held upon notice in accordance with Section 222 of the General Corporation
<PAGE>
Law of the State of Delaware. The necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: The said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Thomas H. Adams, its Chairman of the Board, and by Howard Sampson, its
Assistant Secretary, as of this ____ day of ________, 1996.
GENTA INCORPORATED
By ___________________________
Thomas H. Adams
Chairman of the Board
Attest:
____________________________
Howard Sampson
Assistant Secretary
<PAGE>
GENTA INCORPORATED
PROXY HOLDERS OF COMMON STOCK SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
FOR SPECIAL MEETING ON SEPTEMBER 19, 1996.
The undersigned stockholder of Genta Incorporated (the "Company")
acknowledges receipt of Notice of the Special Meeting of Stockholders and Proxy
Statement each dated August , 1996 and the undersigned revokes all prior
proxies and appoints Thomas H. Adams and Howard Sampson, or each of them,
proxies for the undersigned to vote all shares of Common Stock of the Company
which the undersigned would be entitled to vote at the Special Meeting of
Stockholders to be held at the Sheraton Grande Hotel, 10950 North Torrey Pines
Road, La Jolla, California at 11:00 a.m. on September 19, 1996 and any
postponement or adjournment thereof, and instructs said proxies to vote as
follows:
1. APPROVAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
-1-
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO
SPECIFICATIONS ARE MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
GENTA INCORPORATED
BOARD OF DIRECTORS PROXY
Special Meeting of Stockholders September 19, 1996
Dated this day of , 1996
-------- --------
(Signature of Stockholder)
--------------------------------------------------
(Signature of Stockholder)
--------------------------------------------------
Please sign exactly as your name or names appear
hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If shares are held jointly,
each holder must sign.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
-2-
