UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 25, 1997
GENTA INCORPORATED
(Exact name of registrant as specified in its charter)
Commission file number 0-19635
DELAWARE 33-0326866
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
3550 GENERAL ATOMICS COURT, SAN DIEGO, CA 92121
(Address of principal executive offices)
(Zip Code)
(619) 455-2700
(Registrant's telephone number, including area code)
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GENTA INCORPORATED
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Item 5. Other Event
Item 7. Exhibit
Signature
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ITEM 5. Other Event
On April 25, 1997, the Company issued the press release attached hereto
as Exhibit 99.1.
ITEM 7. Exhibit
99.1. Press Release dated April 25, 1997 entitled "Aries Investment in Genta
Upheld by Delaware Court: Genta Wins Lawsuit Brought by Certain
Preferred Stockholders."
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SIGNATURE
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.
GENTA INCORPORATED
/s/ Thomas H. Adams
Date: April 25, 1997 --------------------------
Thomas H. Adams
Chairman of the Board,
Chief Executive Officer, and
Acting Chief Financial Officer
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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Thomas H. Adams, Ph.D.
#97C008 Genta Incorporated
619-455-2700
ARIES INVESTMENT IN GENTA UPHELD BY DELAWARE COURT:
GENTA WINS LAWSUIT BROUGHT BY CERTAIN PREFERRED STOCKHOLDERS
SAN DIEGO - April 25, 1997 - Genta Incorporated (Nasdaq:GNTCD)
announced today that the Court of Chancery of the State of Delaware has rejected
a challenge to the Aries Funds' $3,000,000 investment in Genta. The Court today
issued an opinion stating that it will enter judgment in favor of Genta and its
directors in the lawsuit brought by certain of Genta's Series A preferred
stockholders challenging the Aries investment. In ruling in favor of Genta,
Genta's directors and the Aries Funds, who were the defendants in the litigation
captioned (Equity-Linked Investors, L.P. et al. v. Thomas H. Adams, et al.,
Civil Action No. 15513), the Court of Chancery said:
"...I conclude that the directors of Genta were independent
with respect to the Aries transaction, acted in good faith in arranging
and committing the company to that transaction, and, in the
circumstances faced by them and the company, were well informed of the
available alternatives to try to bring about the long-term business
plan of the board. In my opinion, they breached no duty owed to the
corporation or any of the holders of its equity securities."
Later in its opinion, the Court added:
"Based upon a preponderance of the admissable, credible
testimony, it is my opinion, for the reasons set forth in this opinion,
that the Genta board fully satisfied its obligations of good faith and
attention with respect to the Aries transaction. The directors of Genta
did not, therefore, breach a fiduciary duty owed to the corporation or
any of its equity security holders. I conclude that with respect to
this transaction, the board was independent; it was motivated
throughout by a good faith attempt to maximize long-term corporate
value; and that the board and senior management were apropriately
informed of alternatives available to implement the business plan that
the directors sought to achieve."
"We are deeeply gratified by this victory," said Thomas H. Adams,
Ph.D., chairman and chief executive officer of Genta, "and are grateful for the
overhwelming support of the Aries Funds in the face of this legal challenge. We
believe Aries' experience in and commitment to the biotechnology industry makes
them an ideal partner for the Company in its continued effort to further develop
its technology and build shareholder value."
The statements contained in this press release that are not historical
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended, including statements
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Genta Incorporated April 25, 1997
Page 2 #97C008
regarding the expectations, beliefs, intentions or strategies regarding the
future. The Company intends that all forward-looking statements be subject to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1955. These forward-looking statemetns reflect the Company's views as of the
date they are made with respect to future events, but are subject to many risks
and uncertainties, which could cause the actual results of the Company to differ
materially from any future results expressed or implied by such forward-looking
statements. For example, there can be no assurance that the plaintiffs will not
appeal the judgment of the Court of Chancery, that, if an appeal is taken, the
Company will prevail in such appeal or that the Company will successfully secure
additional funding on favorable terms, if at all. The Company does not undertake
to update any forward-looking statements.
Genta Incorporated is a biopharmaceutical company whose strategy
consists of building a product portfolio that represents varying degrees of
development risk and market potential. In the near-term, the Company is
developing, through Genta Jago Technologies B.V. (the Company's joint venture
with Jagotec AG), oral controlled-release drugs utilizing patented GEOMATRIX(R)
technology. Longer term, Genta is developing proprietary Anticode(TM)
(antisense) products intended to treat cancer at its genetic source.
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