SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
Commission File Number 0-19635
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
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Read instruction before preparing form. Please print or type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Genta Incorporated
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Full Name of Registrant
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Former Name if Applicable
3550 General Atomics Court
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Address of Principal Executive Office (Street and Number)
San Diego, CA 92121
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City, State and Zip Code
PART II -- RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b- 25(b), the following
should be completed. (Check box if appropriate)
[x] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[x] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report portion thereof could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
See Attachment I
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Monica C. Lord, Esq. (212) 715-9348
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? |X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See Attachment II
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Genta Incorporated
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 30, 1998 By /s/ Kenneth G. Kasses
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Kenneth G. Kasses, Ph.D.
President and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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<PAGE>
Genta Incorporated (the "Company")
Form 12b-25
Annual Report on Form 10-K for the Period Ended December 31, 1997
ATTACHMENT I
The Company is not able to file its Annual Report on Form 10-K for the period
ended December 31, 1997 (the "Annual Report") within the prescribed time period
without unreasonable effort or expense. The Company has been unable to complete
the Annual Report in a timely fashion due to delays caused by unanticipated
attrition of the Company's controller and other administrative personnel
subsequent to the end of fiscal year 1997. However, the Company will file the
Annual Report within the time prescribed by Rule 12b-25.
ATTACHMENT II
The Company has experienced a significant change in results of operations from
the corresponding period for the last fiscal year related to the following:
The Company raised proceeds of approximately $16.2 million in June 1997 through
the private placement of Series D convertible preferred stock. The Series D
convertible preferred stock was convertible at a 50% discount to the average
Nasdaq closing price for five days preceding the close of the transaction.
Additionally, the Series D preferred stock has a liquidation preference totaling
$31,779,300. Due to the increase in value associated with the discounted
conversion terms and the liquidation preference of the Series D preferred stock,
the Company has accounted for such increase by charging $16,158,000 to dividends
imputed on preferred stock in 1997. Such charge represents an increase of
approximately $13.8 million over a similar charge in 1996.
