UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November, 2005.

 

Commission File Number 000-51341

 

Gentium S.p.A.

(Translation of registrant’s name into English)

 

Piazza XX Settembre 2, 22079 Villa Guardia (Como), Italy

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ý Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):       

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):       

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o  No ý

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-                    .

 

 



 

Attached hereto as Exhibits (1) and (2) are the following materials sent to shareholders of the Registrant in connection with an Extraordinary Meeting of Shareholders of the Registrant, scheduled to be held on November 29, 2005, and an Ordinary Meeting of Shareholders of the Registrant, also scheduled to be held on November 29, 2005 immediately after the Extraordinary Meeting of Shareholders.

 

Exhibit

 

Description

1

 

Informational letter to shareholders.

2

 

Voting card.

 

2



 

SIGNATURE

 

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 thereunto duly authorized.

 

 

 

GENTIUM S.P.A.

 

 

 

 

 

By:

/s/ Cary Grossman

 

 

 

Name:  Cary Grossman

 

 

Title:    Executive Vice President and Chief

 

 

Financial Officer

 

 

Date: November 4, 2005

 

 

3



 

INDEX TO EXHIBITS

 

Exhibit

 

Description

1

 

Informational letter to shareholders.

2

 

Voting card.

 

4