UNITED
STATES
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): June 26,
2009
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GENTA
INCORPORATED
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(Exact
Name of Registrant
as
Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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0-19635
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33-0326866
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(Commission
File Number)
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(IRS
Employer Identification No.)
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200
Connell Drive
Berkeley
Heights, NJ
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07922
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(908)
286-9800
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant
under any
of the following provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre -commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
o Pre -commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events.
On June
26, 2009, Genta Incorporated (the “Company”) issued a press release announcing
that it had held a Special Meeting of Stockholders (the “Special
Meeting”). At the Special Meeting, the Company’s stockholders
approved a proposal that authorized the Company’s Board of Directors, in its
discretion, to effect a reverse stock split of the Company’s outstanding Common
Stock, par value $.001 per share (“Common Stock”), at any exchange ratio up to
1- for-100. The Company’s Board of Directors approved the
implementation of a reverse stock split at a ratio of 1-for-50 shares (the
“Reverse Stock Split”). As of July 1, 2009, the anticipated effective
date of the Reverse Stock Split, every fifty shares of “old” Common Stock will
be converted into one “new” share of Common Stock. Following the
Reverse Stock Split, it is anticipated that the “new” shares of Common Stock
will begin trading on the Over the Counter Bulletin Board upon the open of
trading on July 1, 2009.
The
Company will file a Certificate of Amendment to the Company’s Restated
Certificate of Incorporation, as amended, with the Delaware Secretary of State
to effect the Reverse Stock Split, which is attached to this Current Report on
Form 8-K as Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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3.1
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Certificate
of Amendment of Restated Certificate of Incorporation of the
Company
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99.1
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Press
Release of the Company dated June 26,
2009
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SIGNATURES
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.
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GENTA
INCORPORATED
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Date:
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June
29, 2009
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By:
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/s/
GARY SIEGEL
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Name:
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Gary
Siegel
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Title:
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Vice
President, Finance
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EXHIBIT
INDEX
Exhibit
Number
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Description
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Sequentially
Numbered
Page
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3.1
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Certificate
of Amendment of Restated Certificate of Incorporation of the
Company |
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99.1
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Press
Release of the Company dated June 26, 2009 |
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