Unassociated Document
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): May 28,
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 May
28, 2009, Genta Incorporated, (the Company), announced that that it has
scheduled a special meeting for stockholders of record as of May 27,
2009.
As
disclosed in the proxy statement (“Proxy”) that has been filed with the
Securities and Exchange Commission, the purpose of the meeting will be to
authorize the Genta Board of Directors to potentially implement a reverse stock
split of the Company’s common stock in any ratio up to 1:100.
Genta’s
Board of Directors recommends approval of this resolution. As
previously disclosed in the Proxy, if our stockholders do not adopt the reverse
stock split resolution, it will constitute an event of default under the
provisions of the convertible debt financing announced on April 2, 2009, which
the Board believes will potentially result in serious and negative consequences
for stockholders that are outlined in the Proxy.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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99.1
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Press
Release of the Company dated May 28,
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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May
28, 2009
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By:
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/s/
GARY SIEGEL
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Name:
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Title:
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EXHIBIT
INDEX
Exhibit
Number
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Description
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Sequentially
Numbered
Page
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99.1
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Press
Release of the Company dated May 28, 2009
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