GENTA INCORPORATED /DE/
8-K, 1999-11-12
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): November 11, 1999

                                   ----------

                               GENTA INCORPORATED
             (Exact name of registrant as specified in its charter)

                         Commission file number: 0-19635

           Delaware                                          33-0326866
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification Number)

           99 Hayden Avenue, Suite 200, Lexington, Massachusetts 02421
               (Address of principal executive offices)(Zip Code)


                                 (781) 860-5150
               (Registrant's telephone number, including area code)

<PAGE>

                               GENTA INCORPORATED
                                    FORM 8-K
                                 CURRENT REPORT

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Item 5.      Other Event....................................................3

Item 7.      Exhibit........................................................3

Signature...................................................................4

                                       2

<PAGE>

Item 5   OTHER EVENT

         On November 11, 1999, the Company issued the press release attached to
this Form as Exhibit 99.1.

Item 7   EXHIBIT

         99.1 Press Release dated November 11, 1999.

                                       3

<PAGE>

                                    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.

Date:  November 12, 1999

                                          GENTA INCORPORATED


                                          /s/ Kenneth G. Kasses
                                          -------------------------------------
                                          Kenneth G. Kasses, Ph.D.
                                          Chairman of the Board of Directors,
                                          President and Chief Executive Officer

                                       4





                                  Exhibit 99.1
                                  Press Release


AT THE COMPANY                             AT THE FINANCIAL RELATIONS BOARD
- --------------                             --------------------------------
Kenneth G. Kasses, Ph.D.           For General Info: Susan Jayson (212) 661-8030
President and CEO                  For Analyst Info: Brian Gill   (212) 661-8030
(781) 860-5150                     For Media Info:   Deanne Eagle (212) 661-8030

FOR IMMEDIATE RELEASE
November 11, 1999

               GENTA CHOOSES NEW CEO AND NEW CHAIRMAN OF THE BOARD
               ---------------------------------------------------

Raymond  Warrell,  a leading  oncologist  from  Memorial  Sloan-Kettering,  will
oversee  clinical  development  as CEO and Mark  Rogers is  elected  to serve as
Chairman.

Lexington,  MA November 11, 1999--Genta  Incorporated  (Nasdaq:  GNTA) announced
today that it has appointed  Raymond P. Warrell,  Jr., 50, M.D., MBA., a leading
oncology researcher from Memorial  Sloan-Kettering  Cancer Center and founder of
several  pharmaceutical  companies,  to become  President  and  Chief  Executive
Officer.  This new  appointment  is in response  to the growing  interest in the
clinical  applications  in cancer  of G3139,  Genta's  lead  antisense  compound
targeted to the Bcl-2  gene,  and to the fast track  designation  for its use in
malignant  melanoma.  Dr.  Warrell  has more  than 20 years of drug  development
experience. In a related development,  Mark C. Rogers, 57, M.D., MBA., President
of Paramount Capital,  Inc., former CEO of the Duke University  Hospital,  and a
member of Genta's  Board of  Directors  has been  elected  Chairman.  Kenneth G.
Kasses,  54, Ph.D.,  the present Chairman and CEO since 1997, will remain on the
Board.

Dr. Rogers stated,  "These changes are in response to the  encouraging  clinical
results that the Company is receiving from its clinical trials and to the recent
FDA designation of fast track status for evaluation of the compound in malignant
melanoma.  We recently  reported that the results of the trial at the University
Hospital in Vienna with G3139, our Bcl-2 antisense compound, in combination with
dacarbazine  (DTIC) were  presented  at a Cold Spring  Harbor  conference.  This
report showed  promising  potential for increased  survival in patients  treated
with this combination regimen."

Dr. Kasses,  who has been CEO and Chairman since 1997, will continue to serve as
a  member  of  Genta's  board.  Dr.  Kasses  commented,  "I  believe  it is  now
appropriate  to shift the leadership of Genta to help maximize the potential for
clinical trials that,  hopefully,  will lead to the  demonstration of the drug's
promise and provide the data necessary to support applications for marketing.  I
am looking  forward to working with Genta's new  leadership to assure an orderly
transition in the short-term and from my continuing position on the Board."



<PAGE>

Following are the biographies of Drs. Warrell and Rogers.

Raymond P. Warrell, Jr., M.D., M.B.A.

Dr. Raymond Warrell is presently a Member, Attending Physician, and Professor of
Medicine at the Memorial  Sloan-Kettering Cancer Center and the Joan and Sanford
Weill Medical College of Cornell  University.  In addition,  he has more than 20
years  of  development  and  consulting   experience  in   pharmaceuticals   and
biotechnology products.

Dr.  Warrell is a co-founder  and chairman of the  scientific  advisory board of
PolaRx   Biopharmaceuticals,   Inc.,   manufacturers  of  arsenic  trioxide,  an
investigational  agent for the treatment of acute promyelocytic  leukemia. He is
also founder and chairman of Relgen LLC, a privately held pharmaceutical company
that is developing GaniteT (gallium nitrate injection), which is approved in the
U.S. and Canada for treatment of  cancer-related  hypercalcemia.  In addition to
world-wide patents on both arsenic and gallium containing compounds, Dr. Warrell
holds or has filed seven other unique patent applications for various biomedical
therapeutic or diagnostic  agents.  He has also been a consultant to a number of
pharmaceutical and biotechnology companies, including Genta.

Dr.  Warrell has a B.S. in  Chemistry  from Emory  University,  a M.D.  from the
Medical  College of Georgia,  and a M.B.A.  from  Columbia  University  Graduate
School  of  Business.  Since  1980,  he has been  associated  with the  Memorial
Sloan-Kettering  Cancer  Center in New York,  where he currently  holds  tenured
positions as Member and Attending Physician, and with the Joan and Sanford Weill
Medical College of Cornell  University,  where he has been Professor of Medicine
since 1994. He has published  more than 100  peer-reviewed  papers and more than
240 book chapters and abstracts, most of which are focused upon drug development
in  neoplastic  diseases.  He is a member of the  American  Society of  Clinical
Investigation,  the American Society of Hematology, the American Association for
Cancer  Research,  and the  American  Society of Clinical  Oncology.  Among many
awards,  he has received the U.S.  Public Health  Service Award for  Exceptional
Achievement in Orphan Drug Development from the Food and Drug Administration.

Mark C. Rogers, M.D., MBA

Currently,  Dr.  Rogers is  President  of  Paramount  Capital,  Inc.,  a company
specializing  in investments in the  pharmaceutical,  medical and  biotechnology
area. The company has offices on three continents and has started many companies
now listed on national  markets.  Dr. Rogers formerly was Senior Vice President,
Corporate   Development  and  Chief  Technology   Officer  of  the  Perkin-Elmer
Corporation.  He was  responsible  for mergers,  acquisitions,  and  technologic
development in molecular biology for a $1.3 billion  multinational  corporation.
Areas of focus included DNA sequencing,  gene expression,  and protein analysis,
as well as other molecular tools vital for pharmaceutical discovery.

Prior to his position at Perkin-Elmer, Dr. Rogers was Vice Chancellor for Health
Affairs of Duke  University  Medical  Center and  Executive  Director  and Chief
Executive  Officer of Duke Hospital and Health  Network.  He was responsible for
the overall  administration  of the 1,100 bed Duke Hospital,  located in Durham,
North Carolina, creating the Duke Health Network, which

                                       2

<PAGE>

encompasses the clinical activities such as the development of Duke's primary
care network and Health Maintenance Organization. Dr. Rogers was instrumental in
designing strategic partnerships with business, especially with medical and
pharmaceutical companies, and his work at Duke was chosen as a case study for
the Harvard Business School.

Dr. Rogers began his career at Johns Hopkins University, where he spent 16 years
and held a number of senior positions, including Distinguished Faculty Professor
and Chairman of the  Department of  Anesthesiology  and Critical Care  Medicine,
Director of the Pediatric  Intensive Care Unit, and Professor of Pediatrics.  In
his role as Associate  Dean, Dr. Rogers founded a number of innovative  business
ventures at Hopkins, and he was asked to attend Wharton where he received a MBA.
There is now an Endowed Professorship at Hopkins named for him.

Genta Incorporated (Nasdaq: GNTA) is a biopharmaceutical  company whose strategy
consists of building a product and technology portfolio  concentrating on cancer
therapy including its Anticode(TM) (antisense) products intended to treat cancer
at its genetic source. For more detailed  information about Genta,  please visit
our website at WWW.GENTA.COM.


To  receive  Genta  Incorporated's  latest  news  release  and  other  corporate
documents via fax, at no cost,  dial  1-800-PRO-INFO;  use the Company's  symbol
GNTA. Or visit The Financial Relations Board's web site at www.frbinc.com.


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 Exchange Act of 1934,
as amended, including statements regarding the expectations, beliefs, intentions
or strategies  regarding the future.  Without limiting the foregoing,  the words
"anticipates,"  "believes,"  "expects," "intends," "may" and "plans" and similar
expectations are intended to identify  forward-looking  statements.  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  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, the results obtained in pre-clinical studies may not be
indicative  of results that will be obtained in clinical  trials;  Genta has not
successfully  completed  human  clinical  trials of a product based on antisense
technology;  and  delays in the  completion  of  clinical  trials as a result of
delays in patient enrollment or other factors may occur.  Examples of such risks
and  uncertainties  also  include,  but are not  limited  to: the  obtaining  of
sufficient  financing to maintain the Company's planned  operations;  the timely
development,  receipt of necessary  regulatory  approvals and  acceptance of new
products;  the successful application of the Company's technology to produce new
products;  the obtaining of proprietary  protection for any such  technology and
products;  the impact of  competitive  products  and pricing  and  reimbursement

                                       3

<PAGE>

policies; and the changing of market conditions.  The Company does not undertake
to update forward-looking statements.

                                      # # #

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