================================================================================ 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): February 11, 2004 GENTA INCORPORATED (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-19635 33-0326866 (Commission File Number) (IRS Employer Identification No.) Two Connell Drive Berkeley Heights, NJ 07922 (Address of Principal Executive Offices) (Zip Code) (908) 286-9800 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) ------------------ ================================================================================ Item 12. Results of Operations and Financial Condition. On February 11, 2004, Genta Incorporated ("Genta") issued a press release reporting the results of its operations for the three and twelve months ended December 31, 2003. The press release is attached hereto as Exhibit 99.1. Genta does not intend for this Item 12 or Exhibit 99.1 to be treated as "filed" under the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended. Exhibit Number Description ------- ----------- 99.1 Press Release dated February 11, 2004 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. GENTA INCORPORATED Date: February 24, 2004 By: /s/ William P. Keane ----------------- ---------------------------------- Name: William P. Keane Title: Vice President, Chief Financial Officer and Corporate Secretary EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page 99.1 Press Release dated February 11, 2004