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): May 1, 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
By letter dated May 1, 1997, an Associate General Counsel of The Nasdaq
Stock Market, Inc. informed the Company that the Nasdaq Hearing and Review
Committee has withdrawn its call for review of the decision of the Nasdaq
Listing Qualifications Panel described in the Form 8-K dated April 15, 1997. The
Company is however still subject to the terms of the Revised Exception of the
Panel described in the Form 8-K dated April 15, 1997.
On May 6, 1997, the Company issued the press release attached hereto as
Exhibit 99.1.
The Company's Nasdaq symbol has changed from GNTCD back to GNTAC.
ITEM 7. Exhibit
99.1 Press Release dated May 6, 1997.
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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
Date: May 6, 1997 /s/Michael S. Weiss
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Michael S. Weiss
Interim Chairman of the Board
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Robert E. Klem, Ph.D.
#97C009 JBL Scientific
805-544-8524
GENTA ANNOUNCES RESIGNATION OF THOMAS H. ADAMS, PH.D., THE
APPOINTMENT OF MICHAEL S. WEISS AS INTERIM CHAIRMAN AND THE
APPOINTMENT OF A TRANSITIONAL MANAGEMENT TEAM
SAN DIEGO, CA., May 6, 1997 -- Genta Incorporated (NASDAQ: GNTAC) today
announced that Thomas H. Adams, Ph.D., who co-founded the Company in 1989, has
resigned from the Board of Directors and as Chairman and Chief Executive Officer
of the Company. Dr. Adams will remain as a consultant and technical advisor to
the Company as Chairman Emeritus.
The Company also announced that Mr. Michael S. Weiss, Senior Managing Director
of Paramount Capital, Inc., was elected to the Board of Directors of Genta and
as Interim Chairman of the Board. Mr. Weiss is also a director of AVAX
Technologies, Inc., Xytronyx, Inc. and Palatin Technologies, Inc., each a
publicly traded biotechnology company.
In addition, the Company announced that Mr. John F. Dee and Mr. John V. Oyler
will assist the Company as an interim management team during this transitional
period while the Company seeks a full-time Chief Executive Officer. Both Mr. Dee
and Mr. Oyler were most recently management consultants at McKinsey & Company,
Inc., a multinational consulting firm and both have consulting and operational
experience in healthcare and biotechnology.
"This is an extremely exciting time for Genta," said Mr. Weiss. "We believe
there is significant value in Genta's cancer and drug delivery programs and look
forward to assisting the Company in its effort to further the development and
ultimate commercialization of these product opportunities."
In addressing reasons for his resignation, Dr. Adams noted "The recent
investment by the Aries Funds and the involvement of Paramount Capital has
improved the near- and long-term prospects of the Company. Those developments,
coupled with the favorable resolution of the lawsuit brought against the
Company, present an appropriate juncture at which it becomes possible and
appropriate for me to step down from my daily involvement."
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 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 1995. These forward-looking
statements reflect the Company's views as of the date they are made with respect
to
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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. 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.
