SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-19635
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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, 1998
[ ] 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.
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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
Kenneth G. Kasses, Ph.D. (781) 402-3450
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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 31, 1999 By /s/ Kenneth G. Kasses
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Kenneth G. Kasses, Ph.D.
President, Chief Executive Officer and
Chairman of the Board of Directors
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, 1998
Attachment I
The Company is not able to file its Annual Report on Form 10-K for the
period ended December 31, 1998 (the "Annual Report") within the prescribed time
period without unreasonable effort or expense. In a Form 8-K filed on November
3, 1998, the Company disclosed that its previous independent auditors, Ernst &
Young LLP ("E&Y"), had resigned. In a Form 8-K filed on February 12, 1999, the
Company further disclosed that the Company had hired Deloitte & Touche LLP
("D&T") as the Company's new independent auditors. In addition, the Company
hired a Chief Financial Officer (also the Company's Principal Accounting
Officer) in February 1999. The compilation of the financial information
necessary for the Annual Report has been delayed due to the resignation of E&Y
and subsequent recent hiring of D&T as well as the hiring of the Chief Financial
Officer. As a result of such recent hirings, the Chief Financial Officer and D&T
need additional time to prepare the financial statements to be included in the
Annual Report.
The effects of these changes were compounded when, in March 1999, during
the year-end audit, a person with substantial responsibility in the preparation
of the Company's financial statements (and knowledge of the Company's financial
affairs occurring prior to the hiring of the Chief Financial Officer) had a
heart attack and subsequent multiple bypass surgery. As a result, the Company
has been further delayed in completing its financial statements to be included
in the Annual Report. 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
items:
The Company has been reducing its human, and other, resources to reduce expenses
while focusing its research and development efforts. To this end, the Company
has reduced its R&D expenses by approximately 25% from last year and has
significantly reduced its involvement with respect to its 50% investment in an
R&D joint venture;
The Company has closed its operation in France; and
The Company has substantially reduced its R&D operations in San Diego, CA,
reduced its G&A expenses by over $4 million from last year, and is moving its
headquarters to Lexington, MA.
Based upon these and other perhaps less significant factors, it is anticipated
that the 1997 loss applicable to common shares of $33.3 milion will be
materially reduced in 1998.
