shit so u would only need 7 million shares to have 5 percent and gain a minority stake? any1 wanna join the bod?
some (ssccq) info
stoxline.com rates SSCCQ a 5 Star buy as of this afternoon!
I am posting this in a couple of posts, and not the entire SEC letter...it is too long.
BOARD AUTHORIZATION TO EFFECT REVERSE STOCK SPLIT
Our Board of Directors is proposing that our stockholders approve a proposal to authorize our Board of Directors to effect a reverse stock split of all outstanding shares of our Common Stock, at any ratio at its discretion, from 1-for-2 up to 1-for-100; however, please note that any ratio set by our Board of Directors that is outside of the 1-for-25 and 1-for-50 range set forth in the Securities Purchase Agreement (as defined below) will require the prior approval of the holders of our 2009 Notes (as defined below). If this proposal is approved, our Board of Directors would have the authority to effect a reverse split before our 2010 annual meeting and within 105 days of the date of the Initial Closing (as defined below). Our Board of Directors believes that approval of a proposal providing the Board of Directors with this generalized grant of authority with respect to setting the split ratio, rather than mere approval of an pre-defined reverse stock split, will give the Board of Directors the flexibility to set the ratio in accordance with current market conditions and therefore allow the Board of Directors to act in the best interests of the Company and our stockholders.
If our stockholders grant the Board of Directors the authority to effect a reverse stock split, we would file a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to effect the proposed reverse stock split, which is attached to this proxy statement as Annex A , the text of which may be altered for any changes required by the Delaware Secretary of State and changes deemed necessary or advisable by the Board of Directors. Our Board of Directors has approved and declared advisable the proposed Certificate of Amendment. If the proposed reverse stock split is implemented, then the number of issued and outstanding shares of our Common Stock would be reduced.
Purpose of Proposed Reverse Stock Split
According to the terms of our 2009 Notes (as defined below), we must effect a reverse stock split within a certain amount of time following the 2009 Initial Closing (as defined below) or be in default under the terms of the 2009 Notes.
On April 2, 2009, we entered into a securities purchase agreement, or the Securities Purchase Agreement, with certain accredited institutional investors to place up to $12 million of senior secured convertible notes, or the 2009 Notes, and corresponding warrants, or the Warrants, to purchase common stock, or the Financing. The Company closed on approximately $6 million of such Notes and Warrants, referred to herein as the 2009 Initial Closing, on April 2, 2009. The 2009 Notes will bear interest at an annual rate of 8% payable semi-annually in other senior secured convertible promissory notes to the holder, and will be convertible into shares of the Company’s common stock at a conversion rate of 500,000 shares of common stock for every $1,000.00 of principal amount outstanding. In addition, the 2009 Notes include certain events of default, including a requirement that the Company effect a reverse stock split of the Company’s Common Stock within 105 days of the 2009 Initial Closing. As a result, the Board of Directors is now seeking stockholder authorization to effect the reverse stock split.
In addition, the Board of Directors is also proposing the reverse stock split in order to attempt to reduce the number of issued and outstanding shares and to increase the per share trading value of our Common Stock. Our Board of Directors believes that the reverse stock split would be beneficial in this regard because it would increase the price of our Common Stock and decrease the number of issued and outstanding shares of our Common Stock.
An increase in the per share trading value of our Common Stock would be beneficial because it would:
• improve the perception of our Common Stock as an investment security;
• reset our stock price to more normalized trading levels in the face of potentially extended market dislocation;
• appeal to a broader range of investors to generate greater investor interest in us; and
• reduce stockholder transaction costs because investors would pay lower commission to trade a fixed dollar amount of our stock if our stock price were higher than they would if our stock pri
Last edited by billhart22; 05-11-2009 at 10:48 PM.
A decrease in the number of issued and outstanding shares of our Common Stock would be beneficial for the Company because by doing so, we will have more shares available for future issuance. Specifically, as we are required to reserve for future issuance any shares underlying its convertible notes, effecting a reverse stock split will reduce the number of issued and outstanding shares, thereby increasing the number of shares available for future issuance upon conversion of the convertible notes (as further discussed below).
You should consider that, although our Board of Directors believes that a reverse stock split will in fact increase the price of our Common Stock, in many cases, because of variables outside of a company’s control (such as market volatility, investor response to the news of a proposed reverse stock split and the general economic environment), the market price of a company's shares of common stock may in fact decline in value after a reverse stock split. You should also keep in mind that the implementation of a reverse stock split does not have an effect on the actual or intrinsic value of our business or a stockholder's proportional ownership in our Company. However, should the overall value of our Common Stock decline after the proposed reverse stock split, then the actual or intrinsic value of the shares of our Common Stock held by you will also proportionately decrease as a result of the overall decline in value.
Potential Effects of the Proposed Reverse Stock Split
The immediate effect of a reverse stock split would be to reduce the number of shares of our Common Stock outstanding and to increase the trading price of our Common Stock. Notwithstanding the decrease in the number of outstanding shares following the proposed reverse stock split, our Board of Directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.
However, we cannot predict the effect of any reverse stock split upon the market price of our Common Stock over an extended period, and in many cases, the market value of a company’s Common Stock following a reverse split declines. We cannot assure you that the trading price of our Common Stock after the reverse stock split will rise in inverse proportion to the reduction in the number of shares of our Common Stock outstanding as a result of the reverse stock split. Also, we cannot assure you that a reverse stock split would lead to a sustained increase in the trading price of our Common Stock. The trading price of our Common Stock may change due to a variety of other factors, including our operating results and other factors related to our business and general market conditions.
Examples of Potential Reverse Stock Split at Various Ratios. The table below provides examples of reverse splits at various ratios up to 1-for-100:
at April 2, 2009 Reverse Split Ratio Shares Outstanding
After Reverse Split Reduction in
1,014,111,706 1-for-2 507,053,853 50%
1,014,111,706 1-for-5 202,822,341 80%
1,014,111,706 1-for-10 101,411,170 90%
1,014,111,706 1-for-25 40,564,468 96%
1,014,111,706 1-for-50 20,282,234 98%
1,014,111,706 1-for-100 10,141,117 99%
The resulting decrease in the number of shares of our Common Stock outstanding could potentially adversely affect the liquidity of our Common Stock, especially in the case of larger block trades.
Effects on Ownership by Individual Stockholders . If we implement a reverse stock split, the number of shares of our Common Stock held by each stockholder would be reduced by multiplying the number of shares held immediately before the reverse split by the appropriate ratio and then rounding down to the nearest whole share. We would pay cash to each stockholder in lieu of any fractional interest in a share to which each stockholder would otherwise be entitled as a result of the reverse split, as described in further detail below. The reverse stock split would not affect any stockholder's percentage ownership interest in our Company or proportionate voting power, except to the extent that interests in fractional shares would be paid in cash.
Effect on Options, Warrants, Series A Convertible Preferred Stock, $20 Million Senior Convertible Promissory Notes . In addition, we would adjust all outstanding shares of any options, warrants, preferred
stock and convertible notes entitling the holders to purchase shares of our Common Stock as a result of the reverse stock split, as required by the terms of these securities. In particular, we would reduce the conversion ratio for each instrument, and would increase the exercise price in accordance with the terms of each instrument and based on the 1-for-2, up to 1-for-100 exchange ratio of the reverse stock split (i.e., the number of shares issuable under such securities would decrease by 50%, up to 99%, respectively, and the exercise price per share would be multiplied by 2, up to 100, respectively). However, please note that any exchange ratio set by our Board of Directors that is outside of the 1-for-25 and 1-for-50 range set forth in the Securities Purchase Agreement will require the prior approval of the holders of our 2009 Notes. Also, we would reduce the number of shares reserved for issuance under our existing stock option plans proportionately based on the exchange ratio of the reverse stock split. A reverse stock split would not otherwise affect any of the rights currently accruing to holders of our Common Stock, options or warrants exercisable for our Common Stock.
Other Effects on Outstanding Shares . If we implement a reverse stock split, the rights pertaining to the outstanding shares of our Common Stock would be unchanged after the reverse stock split. Each share of our Common Stock issued following the reverse stock split would be fully paid and nonassessable.
The reverse stock split would result in some stockholders owning “odd-lots”of less than 100 shares of our Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.
Our Common Stock is currently registered under Section 12(b) of the Securities Exchange Act of 1934. As a result, we are subject to the periodic reporting and other requirements of the Securities Exchange Act. The proposed reverse stock split would not affect the registration of our Common Stock under the Securities Exchange Act.
Authorized Shares of Stock
The reverse stock split would affect all issued and outstanding shares of Common Stock and outstanding rights to acquire Common Stock. We will not change the number of shares of Common Stock currently authorized. However, upon the effectiveness of the reverse stock split, the number of authorized shares of Common Stock that are not issued or outstanding would increase due to the reduction in the number of shares of Common Stock issued and outstanding as a result of the reverse stock split. As of April 1, 2009, we had (i) 6,000,000,000 shares of authorized Common Stock, of which 1,014,111,706 shares of Common Stock were issued and outstanding, and (ii) 7,700 shares of our Series A Convertible Preferred Stock par value $.001 per share, and (iii) approximately $10.6 million Senior Convertible Promissory Notes convertible into shares of Common Stock at a conversion rate of 500,000 shares of Common Stock for every $1,000.00 of principal and (iv) 2,000,000 shares of authorized Series G Participating Cumulative Preferred Stock, of which no shares were issued and outstanding. Authorized but unissued shares will be available for issuance, and we may issue such shares in the future. If we issue additional shares, the ownership interest of holders of Common Stock will be diluted.
We will reserve for issuance any authorized but unissued shares of Common Stock that would be made available as a result of the proposed reverse stock split.
On June 5, 2008, we entered into a securities purchase agreement, or the 2008 Securities Purchase Agreement, with certain institutional and accredited investors to place up to $40 million of senior secured convertible notes, or the 2008 Notes, with such investors. On June 9, 2008, the Company placed $20 million of such 2008 Notes, referred to herein as the Initial Closing. The 2008 Notes bear interest at an annual rate of 15% payable at quarterly intervals in stock or cash at the Company’s option, and are presently convertible into shares of the Company’s Common Stock at a conversion rate of 500,000 shares of Common Stock for every $1,000.00 of principal amount outstanding. The 2008 Notes include certain events of default, including a requirement that the Company obtain stockholder approval within a specified period of time to amend its certificate of incorporation to authorize additional shares of common stock.
There are currently not enough shares of Common Stock authorized under our certificate of incorporation to cover the shares underlying the 2009 Notes and Warrants and the 2008 Notes, and therefore any authorized but unissued shares of Common Stock that would be made available as a result of the proposed reverse stock split will be reserved for issuance upon conversion of the 2009 Notes and 2008 Notes and exercise of the
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Check the appropriate box:
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Payment of Filing Fee (Check the appropriate box):
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o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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200 Connell Drive
Berkeley Heights, NJ 07922
April 20, 2009
You are cordially invited to the special meeting of stockholders of Genta Incorporated on Wednesday, May 27, 2009 at 2:30 p.m., local time, at Connell Corporate Park, 300 Connell Drive, Building 300, Day’s Café 2 nd Floor, Berkeley Heights, New Jersey 07922.
The accompanying notice of a special meeting of stockholders outlines the matters to be brought before the meeting, and the accompanying proxy statement discusses these matters in greater detail. The notice and the proxy statement have been made a part of this invitation.
Whether or not you plan to attend the meeting, we urge you to complete, date and sign the enclosed proxy card and return it at your earliest convenience. No postage need be affixed if you use the enclosed envelope and it is mailed in the United States. You may also vote electronically via the Internet or by telephone. If you have any questions or need assistance in completing the proxy card, please contact Investor Relations at the telephone number above.
We are mailing this proxy statement and a form of proxy on or about April 27, 2009.
Our Board of Directors and management look forward to seeing you at the meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL STOCKHOLDER MEETING TO BE HELD ON MAY 27, 2009.
In accordance with new rules approved by the Securities and Exchange Commission, we are providing this notice to our stockholders to advise them of the availability on the Internet of our proxy materials related to our special meeting. The new rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering our proxy materials to our stockholders under the “traditional” method, by providing paper copies, as well as providing access to our proxy materials on a publicly accessible Web site.
Our proxy statement and proxy are enclosed along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which is being provided as our Annual Report to Stockholders. These materials are also available on our web site at http://www.genta.com.
/s/ RAYMOND P. WARRELL, JR., M.D.
Raymond P. Warrell, Jr., M.D.
Chairman and Chief Executive Officer
INCORPORATION BY REFERENCE
The following sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed on February 13, 2009, and as amended on April 1, 2009 (File No 000-19635), which is enclosed with this proxy statement, are incorporated by reference into this proxy statement:
• Financial Statements and Supplementary Data (Part II, Item 8);
• Management’s Discussion and Analysis of Financial Condition and Results of Operations (Part II, Item 7); and
• Qualitative and Quantitative Disclosures About Market Risk (Part II, Item 7A).
A representative of Amper, Politziner & Mattia, LLC is expected to attend the special meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
By order of the Board of Directors,
/s/ RAYMOND P. WARRELL, JR., M.D.
Raymond P. Warrell, Jr., M.D.
Chairman and Chief Executive Officer
Dated: April 20, 2009
CERTIFICATE OF AMENDMENT
RESTATED CERTIFICATE OF INCORPORATION
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Genta Incorporated (the “Corporation”), a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
1. The Restated Certificate of Incorporation of the Corporation, filed on August 8, 1994, is hereby amended by adding at the end of the first paragraph of Article IV(A) the following new paragraphs:
“Effective as of the close of business on the day that the Certificate of Amendment which contains this provision is filed with the Office of the Secretary of State of the State of Delaware (the “Effective Time”), each [__] shares of Common Stock issued and outstanding at such time (“Existing Common Stock”) shall be and hereby are automatically reclassified and changed into one share of Common Stock (“New Common Stock”), provided that no fractional shares of New Common Stock shall be issued, and in lieu of a fractional share of New Common Stock to which any holder is entitled, such holder shall receive a cash payment in an amount to be determined by multiplying the fractional share by the fair market value of a share of New Common Stock at the Effective Time (the “Reverse Split”). Shares of Common Stock that were outstanding prior to the Effective Time, and that are not outstanding after and as a result of the Reverse Split, shall resume the status of authorized but unissued shares of Common Stock.
From and after the Effective Time, the term “New Common Stock” as used in this Article IV shall mean Common Stock as provided in this Restated Certificate of Incorporation. The par value of the New Common Stock shall be $0.001 per share.”
2. The foregoing Certificate of Amendment has been duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of the Corporation’s Restated Certificate of Incorporation and the General Corporation Law of the State of Delaware
IN WITNESS WHEREOF , said Corporation has caused this Certificate of Amendment to be signed by Raymond P. Warrell, Jr., M.D., its Chief Executive Officer, this ____ day of _______, _____.
Name: Raymond P. Warrell, Jr., M.D.
Title: Chief Executive Officer
Last edited by billhart22; 05-11-2009 at 10:58 PM.
Did anyone see the $20 million invested in CTIC by a single institution tonight? They released a statement saying they're using the money to pay down on 89 million worth of debt.
I knew I should've bought CTIC at .40 when I had the chance. Oh well, live and learn. It closed at 1.63 and dipped to 1.45 in AH. I bought 2000 at 1.46. I hope it was a smart move. Only time will tell.
Oh yeah, you guys convinced me to give BEHL a try also. Picked up 180K shares today. Lets get rich off of this one guys... hahaha
Last edited by ShotsII; 05-11-2009 at 11:59 PM.
GNTA.V has a conference call tomorrow morning at 8 a.m. e.t. the phone number is 877-634-8606 and if you need a pin number use "Genta Incorporated"
Last edited by billhart22; 05-12-2009 at 01:05 AM.