UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
AMENDMENT NO.1
GENTA INCORPORATED
Common Stock, par value $.001 per share
(Title of Class of Securities)
372 45 M 20 7
(CUSIP Number)
May 24, 2004
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Continued on following pages
Page 1 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
PARAMOUNT BIOCAPITAL ASSET MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group *
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 3,183,517 (includes call options to purchase
Each 3,000,000 shares)
Reporting
Person 7 Sole Dispositive Power
With 0
8 Shared Dispositive Power
3,183,517 (includes call options to purchase
3,000,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,183,517 (includes call options to purchase 3,000,000 shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
[_]
11 Percent of Class Represented By Amount in Row (9)
3.8%
12 Type of Reporting Person *
CO
* see instructions before filling out
Page 2 of 10
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ARIES MASTER FUND II, LTD.
2 Check the Appropriate Box If a Member of a Group *
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,717,081 (includes call options to purchase
Each 1,560,000 shares)
Reporting
Person 7 Sole Dispositive Power
With 0
8 Shared Dispositive Power
1,717,081 (includes call options to purchase
1,560,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,717,081 (includes call options to purchase 1,560,000 shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
[_]
11 Percent of Class Represented By Amount in Row (9)
2.1%
12 Type of Reporting Person *
CO
* see instructions before filling out
Page 3 of 10
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ARIES DOMESTIC FUND, LP
2 Check the Appropriate Box If a Member of a Group *
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,226,436 (includes call options to purchase
Each 1,200,000 shares)
Reporting
Person 7 Sole Dispositive Power
With 0
8 Shared Dispositive Power
1,226,436 (includes call options to
purchase 1,200,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,226,436 (includes call options to purchase 1,200,000 shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
[_]
11 Percent of Class Represented By Amount in Row (9)
1.5%
12 Type of Reporting Person *
CO
* see instructions before filling out
Page 4 of 10
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ARIES DOMESTIC FUND II, LP
2 Check the Appropriate Box If a Member of a Group *
b. [_]
c. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 240,000 (includes call options to purchase
Each 240,000 shares)
Reporting
Person 7 Sole Dispositive Power
With 0
8 Shared Dispositive Power
240,000 (includes call options to purchase
240,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
240,000 (includes call options to purchase 240,000 shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
[_]
11 Percent of Class Represented By Amount in Row (9)
0.3%
12 Type of Reporting Person *
CO
* see instructions before filling out
Page 5 of 10
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
LINDSAY A. ROSENWALD, M.D.
2 Check the Appropriate Box If a Member of a Group *
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 188,721
Shares
Beneficially 6 Shared Voting Power
Owned By 3,183,517 (includes call options to purchase
Each 3,000,000 shares)
Reporting
Person 7 Sole Dispositive Power
With 188,721
8 Shared Dispositive Power
3,183,517 (includes call options to purchase
3,000,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,372,238 (includes call options to purchase 3,000,000 shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
[_]
11 Percent of Class Represented By Amount in Row (9)
4.1%
12 Type of Reporting Person *
IN
* see instructions before filling out
Page 6 of 10
ITEM 1(A) NAME OF ISSUER:
Genta Incorporated (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Two Connell Drive
Berkeley Heights, New Jersey 07922
PHONE: 908-286-9800
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of Dr. Lindsay A. Rosenwald,
Paramount BioCapital Asset Management, Inc. ("PCAM"), Aries
Domestic Fund, L.P. ("ADF1"), The Aries Master Fund II, Ltd., a
Cayman Island exempted company ("AMF2"), and Aries Domestic Fund
II, L.P. ("ADF2" and, collectively, the "Filing Persons"). The
Filing Persons have made, and will continue to make, their own
investment decisions
Dr. Rosenwald is an investment banker, venture capitalist, fund
manager and sole stockholder and chairman of Paramount
BioCapital. Paramount BioCapital is the managing member to each
of Aries I and Aries II and the investment manager to Aries
Select.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of Paramount
BioCapital, ADF1, ADF2 and Dr. Rosenwald is 787 Seventh Avenue,
48th Floor, New York, New York, 10019. The address of the
principal business office of Aries Select is c/o Fortis Fund
Services Cayman Limited, Grand Pavilion Commercial Center, 802
West Bay Road, Grand Cayman, Cayman Islands.
ITEM 2(C) CITIZENSHIP:
1) Paramount BioCapital is a Subchapter S corporation
incorporated in Delaware;
2) AMF2 is a Cayman Islands exempted company;
3) ADF1 and ADF2 are Delaware limited liability companies;
4) Dr. Rosenwald is a citizen of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock (the "Shares").
ITEM 2(E) CUSIP NUMBER:
372 45 M 20 7
Page 7 of 10
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
Each of the Reporting Persons may be deemed the beneficial owner
of the following number of Shares:
(i) AMF2: 1,717,081 Shares (2.1%), which includes 1,560,000 call
options;
(ii) ADF1: 1,226,436 Shares (1.5%), which includes 1,200,000 call
options;
(iii) ADF2: 240,000 Shares (0.3%), which includes 240,000 call
options;
(iv) PCAM: 3,183,517 Shares (3.8%), comprised of the Shares held by
AMF2, Aries Domestic and Aries Domestic II, which includes 3,000,000
call options; and
(v) Dr. Rosenwald: 3,372,238 Shares 188,721 Shares issuable upon
exercise of Common Stock purchase warrants held directly by Dr.
Rosenwald and 3,183,517 Shares beneficially owned by PCAM, which
includes 3,000,000 call options.
ITEM 4(B) PERCENT OF CLASS:
Please see Item 11 of each cover page.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote: Please see Item 5 of each
cover page
(ii) Shared power to vote or to direct the Please see Item 6 of each
vote cover page
(iii) Sole power to dispose or to direct the Please see Item 7 of each
disposition of cover page
(iv) Shared power to dispose or to direct the Please see Item 8 of each
disposition of cover page
Page 8 of 10
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
As of May 24, 2004, the Filing Persons own in the aggregate less
then 5% of the outstanding voting securities of the Issuer and therefore are
no longer required to file reports disclosing their interests in the Issuer
on a Schedule 13G.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
(i) Dr. Rosenwald, as the sole shareholder of Paramount
BioCapital, has the right to participate in the receipt of dividends from, or
proceeds from the sale of, Shares held by Paramount BioCapital in accordance
with his ownership interests in Paramount BioCapital, respectively.
(ii) The partners of ADF1 have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities held
for the account of ADF1, in accordance with their partnership interests in
ADF1.
(iii) The partners of ADF2 have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities held
for the account of ADF2 in accordance with their partnership interests in
ADF2.
(iv) The shareholders of AMF2 have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the securities
held for the account of AMF2 in accordance with their ownership interests in
AMF2.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to
the best of such person's knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the Issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.
Page 9 of 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
LINDSAY A. ROSENWALD, M.D. PARAMOUNT BIOCAPITAL ASSET MANAGEMENT, INC.
By By:
--------------------------- ---------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES MASTER FUND II, LTD.
By: Paramount BioCapital Asset Management, Inc.
Its: Investment Manager
By:
---------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES DOMESTIC FUND, LP
By: Paramount BioCapital Asset Management, Inc.
Its General Partner
By:
---------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES DOMESTIC FUND II, LP
By: Paramount BioCapital Asset Management, Inc.
Its Managing Manager
By:
---------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
Page 10 of 10