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): October 28, 1998
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 4. Changes in Registrant's Certifying Accountant
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Signature
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 28, 1998, Ernst & Young LLP ("E&Y") resigned as the
principal independent accountant of Genta Incorporated (the "Registrant").
E&Y's auditor's reports on the financial statements of the Registrant
for the years ended December 31, 1997 and December 31, 1996 each contained a
separate explanatory paragraph stating that the Registrant has suffered
recurring losses which raise substantial doubt as to the Registrant's ability to
continue as a going concern.
During the Registrant's two most recent fiscal years and the subsequent
interim period preceding the resignation of E&Y, there were no disagreements
with E&Y on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of E&Y, would have caused it to make reference
to the subject matter of the disagreements in connection with its report. None
of the reportable events listed in Item 304 (a)(1)(v) of Regulation S-K occurred
with respect to the Registrant during the Registrant's two most recent fiscal
years and the subsequent interim period preceding the resignation of E&Y.
The Registrant has begun the process of seeking to retain an accounting
firm to audit the Registrant's consolidated financial statements for the current
fiscal year ending December 31, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
16. Letter of Ernst & Young LLP, dated October 28, 1998, to Genta Incorporated.
23. Letter of Ernst & Young LLP, dated November 2, 1998, to the Securities and
Exchange Commission.
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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: November 3, 1998 /s/ Kenneth G. Kasses, Ph.D.
----------------------------
Kenneth G. Kasses, Ph.D.
President, Chief
Executive Officer and
Chairman of the Board
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October 28, 1998
Mr. Kenneth G. Kasses
Chief Executive Officer
Genta Incorporated
3550 General Atomics Court
San Diego, California 92121
Dear Mr. Kasses:
This is to confirm that the client-auditor relationship between Genta
Incorporated (Commission File Number 0-19635) and Ernst & Young LLP has ceased.
Very truly yours,
/s/ Ernst & Young LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
[Letterhead of Ernst & Young LLP]
November 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated October 28, 1998, of Genta Incorporated
and are in agreement with the statements contained in the first three paragraphs
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
/s/ Ernst & Young LLP
