-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Se4K2ShUFenhWhnT4jIpMi/US5B7GLvH6yfozMk9YG6/5YpuOj5ReqKqd3AfheLu i0jHTj+LcZFtUtG4y7b00Q== 0001144204-04-007686.txt : 20040527 0001144204-04-007686.hdr.sgml : 20040527 20040527100723 ACCESSION NUMBER: 0001144204-04-007686 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040527 GROUP MEMBERS: ARIES DOMESTIC FUND II, LP GROUP MEMBERS: ARIES DOMESTIC FUND, LP GROUP MEMBERS: ARIES MASTER FUND II, LTD. GROUP MEMBERS: LINDSAY A. ROSENWALD, M.D. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001007000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324379 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENTA INC DE/ CENTRAL INDEX KEY: 0000880643 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330326866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42004 FILM NUMBER: 04833784 BUSINESS ADDRESS: STREET 1: TWO CONNELL DRIVE STREET 2: .. CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: (908) 286-9800 MAIL ADDRESS: STREET 1: TWO CONNELL DRIVE STREET 2: .. CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 SC 13G/A 1 v03733_sc13g-a.txt 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 -----END PRIVACY-ENHANCED MESSAGE-----