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): October 6,
2008
GENTA INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-19635
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33-0326866 |
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(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of Incorporation)
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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) |
(908) 286-9800
(Registrants telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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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 October 6, 2008, Genta Incorporated, a Delaware corporation (the Company), held its 2008
Annual Meeting of Stockholders (the Annual Meeting). The total number of outstanding shares of
common stock entitled to vote at the Annual Meeting was 36,760,558. The Companys stockholders
were asked to consider and vote upon the following two proposals:
(i) to elect five Directors to the Companys Board of Directors to serve a one-year term
expiring at the next Annual Meeting of Stockholders and until such Directors successor
shall have been elected and qualified; and
(ii) to approve an amendment to the Companys Restated Certificate of Incorporation, as
amended, to increase the total number of authorized shares of capital stock available for
issuance from 255,000,000, consisting of 250,000,000 shares of common stock and 5,000,000
shares of preferred stock, to 6,005,000,000, consisting of 6,000,000,000 shares of common
stock and 5,000,000 shares of preferred stock.
On October 6, 2008, the inspector of election certified the results of the vote as follows:
Proposal 1
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Name of Board Nominee |
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For |
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Withheld |
Martin J. Driscoll |
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23,814,486 |
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1,631,824 |
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Christopher P. Parios |
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23,819,431 |
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1,626,879 |
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Daniel D. Von Hoff |
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23,800,102 |
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1,646,208 |
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Raymond P. Warrell, Jr. |
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23,768,345 |
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1,677,965 |
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Douglas G. Watson |
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23,826,234 |
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1,620,076 |
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For |
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Against |
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Abstain |
Proposal 2 |
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20,900,129 |
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4,341,140 |
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205,041 |
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For Proposal 1, each Nominee received the affirmative vote of a plurality of the shares of Common
Stock cast by the stockholders present in person or represented by proxy at the Annual Meeting.
For Proposal 2, the Company received the affirmative vote of a majority of the outstanding shares
of the Companys Common Stock. Therefore, each proposal was approved by the requisite number of
votes at the Annual Meeting.