SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 27, 1999
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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 Identification
incorporation or organization) 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)
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GENTA INCORPORATED
FORM 8-K/A
CURRENT REPORT
TABLE OF CONTENTS
Page
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Item 5. Other Event............................................................3
Item 7. Exhibit................................................................3
Signature......................................................................4
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Item 5. OTHER EVENT
On April 27, 1999 the Company filed a Form 8-K providing, as Exhibit
99.1, the Company's Press Release dated April 27, 1999. Such Exhibit 99.1 was
incorrect and the correct Press Release is attached hereto as Exhibit 99.1.
Item 7. EXHIBIT
99.1 Press Release dated April 27, 1999.
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<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: April 29, 1999
GENTA INCORPORATED
/s/ Kenneth G. Kasses, Ph.D.
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Kenneth G. Kasses, Ph.D.
President, Principal Executive Officer and
Director
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<PAGE>
Exhibit 99.1
Press Release
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
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Gerald Schimmoeller Susan Jayson - General Info - (212) 661-8030
Vice President & CFO Brian Gill - Analyst Info - (212) 661-8030
(781) 860-5143 Deanne Eagle -Media Info - (212) 661-8030
FOR IMMEDIATE RELEASE:
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April 27, 1999
GENTA INCORPORATED ANNOUNCES
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FOURTH QUARTER AND YEAR-END 1998 RESULTS
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LEXINGTON, MA, April 27, 1999 -- Genta Incorporated (Nasdaq: GNTA) announced
today its operating results for the fourth quarter and year ended December 31,
1998. The Company reported a net loss applicable to common shareholders totaling
$8.2 million, or a loss of $1.17 per common share for the year ended December
31, 1998, compared to a net loss applicable to common shareholders of $33.3
million, or a loss of $7.52 per common share, for the year ended December 31,
1997.
For the fourth quarter ended December 31, 1998, Genta reported a net loss
totaling $3.5 million, or $0.38 per common share, compared with $3.9 million or
$0.68 per common share for the corresponding period in 1997.
The net loss for 1998 includes approximately $0.7 million in loss from the
Company's wholly owned specialty chemicals subsidiary, JBL Scientific, Inc.,
reported as discontinued operations as a result of its pending sale;
non-recurring costs and expenses attributable to the Company's reorganization
efforts; and the abandonment of certain patents no longer relevant to the
Company. The net loss also included $0.6 million in accrued dividends to
preferred stockholders, compared with $16.2 million in imputed dividends and
$1.7 million in accrued preferred stock dividends for the year ended December
31, 1997.
"Since 1997, we have reduced our human and other resources to manage expenses
and focus our efforts on the development of G3139, our lead antisense compound
now in Phase I and II clinical trials in several different types of cancer,"
said Kenneth G. Kasses, Ph.D., President and CEO. "Consistent with this strategy
and as previously announced, in March we entered into an Asset Purchase
Agreement with Promega Corporation to sell substantially all of the assets and
certain liabilities of JBL Scientific, Inc. We expect this transaction, assuming
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completion in May 1999, to provide the Company with sufficient cash to fund its
operations into the year 2000."
The Company reported cash and cash equivalents and short-term investments of
$2.5 million at December 31, 1998.
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 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. Examples of
such risks and uncertainties include, but are not limited to: the consummation
of the sale of the assets of JBL; 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 policies; and the changing of
market conditions. The Company does not undertake to update any forward-looking
statements. Genta Incorporated (Nasdaq: GNTA) is a biopharmaceutical company
whose strategy consists of building a product and technology portfolio focusing
on its Anticode (antisense) products intended to treat cancer at its genetic
source.
Financial tables follow.
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Genta Incorporated
Selected Condensed Consolidated Financial Data (Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Condensed Consolidated Statement of Operations Data
Revenues:
Related party contract revenues $ 3 $ 87 $ 55 $ 350
Collaborative research and development 10 0 50 50
-- -- -- --
Total revenues 13 87 105 400
Costs and expenses:
Research and development 1,308 510 2,116 3,309
LBC settlement 547 600 547 600
General and administrative 862 1,107 4,020 6,131
--- ----- ----- -----
Total cost and expenses 2,717 2,217 6,683 10,040
Loss from operations (2,704) (2,130) (6,578) (9,640)
Equity in net loss of joint venture 729 (268) (132) (1,193)
Net loss of liquidated foreign subsidiary (98) 0 (98) 0
Other income (expense), net (303) (860) (38) (2,851)
--- --- -- -----
Loss from continuing operations (2,376) (3,258) (6,846) (13,684)
Loss from discontinued operations (477) (647) (740) (1,741)
Dividends accrued on preferred stock (633) (5) (633) (1,695)
Dividends imputed on preferred stock 0 0 0 (16,158)
-- -- -- ------
Net loss applicable to common shareholders (3,486) (3,910) (8,219) (33,278)
Net loss applicable to common shares $ (0.38) $ (0.68) $ (1.17) $ (7.52)
Shares used in computing net loss per share 9,259 5,712 7,000 4,422
December 31,
1998 1997
Condensed Consolidated Balance Sheet Data
Cash, cash equivalents and
short-term investments $ 2,458 $ 8,456
Working capital 3,629 5,807
Total assets 7,551 15,079
Total stockholders' equity 2,959 9,425
</TABLE>
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