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 March, 2008.
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
S
Form
40-F □
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 □ No
S
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 through 3 are materials sent to shareholders of Gentium
S.p.A. in connection with an Ordinary Meeting of Shareholders scheduled to
be
held on April 29, 2008 (first call) or May 9, 2008 (second call).
|
Exhibit
|
Description
|
|
1
|
Notice
of Call
|
|
2
|
Board
report to shareholders regarding Ordinary Shareholders’
Meeting
|
|
3
|
Proxy
card
|
-2-
Exhibit
1
Gentium
S.p.A.
Share
Capital Euro 14,946,317
Registered
office in Villa Guardia (Como), Piazza XX Settembre no. 2
Registration
number with the Register of Enterprises of Como no. 240386 - Tax code and VAT
number no. 02098100130
CALL
OF THE ORDINARY SHAREHOLDERS’ MEETING
The
shareholders of Gentium S.p.A. (hereinafter, the “Company”)
are
invited to attend the next ordinary shareholders’ meeting of the Company, to be
held at the office of Gianni, Origoni, Grippo & Partners, in Piazza
Belgioioso no. 2, Milan,
on April
29, 2008, at 10:00 a.m., Italy time, in first call, and, if necessary, on May
9,
2008, at 10:00 a.m., Italy time, at the same place, in second call, in order
to
discuss and resolve upon the following.
Agenda
Ordinary
Shareholders’ Meeting
|
1.
|
Approve
the 2007 Italian GAAP Financial Statements as of December 31, 2007
and
related documents.
|
|
2.
|
Set
the number of directors of the Board of Directors of the Company
and elect
members of the Board of Directors of the Company for the April 2008
to
April 2009 term.
|
|
3.
|
Approve
director compensation for the April 2008 to April 2009
term.
|
|
4.
|
Approve
the engagement of Reconta Ernst & Young, S.p.A. as the Company’s
independent auditor for the fiscal year 2008 for U.S. GAAP Financial
Statements and approve its
compensation.
|
The
shareholders may attend the Shareholders’ Meeting if they are provided with the
relevant authentications by the authorized intermediary, pursuant to article
85
of the Legislative Decree no. 58 of 1998 and article 34 of the CONSOB resolution
no. 11768 of December 23, 1998. Holders of the Company’s American Depositary
Shares (“ADSs”)
of
record on February 29, 2008 will be able to instruct The Bank of New York,
the
Company’s depositary of the ordinary shares representing the ADSs, to vote those
ordinary shares at the meeting pursuant to the terms of the Deposit Agreement
dated as of June 15, 2005 between the Company and The Bank of New
York.
The
documents relating to the Shareholders’ Meeting will be deposited at the
registered office of the Company according to the law.
Villa
Guardia (Como), March 5, 2008
|
The
Chairperson of the Board of Directors
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|
|
(Dr. Laura
Iris Ferro)
|
Exhibit
2
REPORT
OF THE BOARD OF DIRECTORS TO SHAREHOLDERS
OF
GENTIUM S.P.A. REGARDING
ORDINARY
SHAREHOLDERS’ MEETING
Dear
Holders of American Depositary Shares:
An
Ordinary Shareholders’ Meeting of Gentium S.p.A. (the “Company”)
has
been called in order to (i) approve the 2007 Italian GAAP financial statements
of the Company and related documents, (ii) set the number of members of the
Board of Directors of the Company and elect members of the Board of Directors
of
the Company for the April 2008 to April 2009 term, (iii) approve director
compensation for the April 2008 to April 2009 term and (iv) approve the
engagement of Reconta Ernst & Young S.p.A. as the Company’s independent
auditor for the fiscal year 2008 for U.S. GAAP Financial Statements and approve
its compensation. The “first call” for this meeting is Wednesday, April 29,
2008, at 10:00 a.m., Italy time, at the office of Gianni, Origoni, Grippo and
Partners, in Piazza Belgioioso no. 2, Milan. If shareholders representing a
majority of all outstanding shares of the Company do not attend or are not
represented at the first call, the “second call” for this meeting will be May 9,
2008 at 10:00 a.m., Italy time, at the same place. There is no quorum
requirement at the second call. Holders of the Company’s American Depositary
Shares (“ADSs”)
of
record on February 29, 2008 will be able to instruct The Bank of New York,
the
Company’s depositary of the ordinary shares representing the ADSs, to vote those
ordinary shares at the meeting pursuant to the terms of the Deposit Agreement
dated as of June 15, 2005 between the Company and The Bank of New York. The
Bank
of New York will vote its ordinary shares pursuant to the instructions it
receives from the ADS holders at either the first call or the second call,
as
the case may be. The
Board of Directors recommends that you vote in favor of each of these
matters.
1. Approve
the 2007 Italian GAAP financial statements of the Company and related
documents.
The
2007
Italian GAAP draft financial statements of the Company and related documents
(i.e.,
statement of assets and liabilities, profit and loss account, supplemental
notes, report of the Board of Directors on the management of the Company and
the
reports of the Board of Statutory Auditors and the independent auditors) will
be
available for review at the registered office of the Company, located in Villa
Guardia (Province of Como), Piazza XX Settembre 2, and also will be posted
on
the Company’s website at www.gentium.it, starting no later than April 14, 2008.
The Board of Directors recommends that the shareholders approve such financial
statements and related documents and cover the annual operating losses by the
utilization of the Company’s net worth reserve.
2. Set
the number of members of the Board of Directors of the Company and elect members
of the Board of Directors of the Company for the April 2008 to April 2009
term.
The
Nominating and Corporate Governance Committee of the Board of Directors submits
to the shareholders’ attention the proposal of setting the number of members of
the Board of Directors and electing the following individuals as members of
the
Board of Directors for the term from this Ordinary Shareholders’ Meeting to the
Company’s Ordinary Shareholders’ Meeting approving the 2008 Italian GAAP draft
financial statements (the “Company’s 2009 Annual Ordinary Shareholders’
Meeting”), or until otherwise replaced or removed. Additional information about
each nominee is provided below. The Board of Directors has determined that
Kenneth Anderson, Gigliola Bertoglio, Luca Breveglieri, Lee Nadler, Malcolm
Sweeney and Andrea Zambon are “independent” as defined under The Nasdaq Stock
Market, Inc.’s Marketplace Rule 4200.
a. Kenneth
Anderson
b. Gigliola
Bertoglio
c. Luca
Breveglieri
d. Marco
Codella
e. Laura
Ferro
g. Lee
Nadler
h. Malcolm
Sweeney
i. Andrea
Zambon
Dr. Kenneth
Anderson, 56, has served as one of the Company’s directors since June 2005.
Dr. Anderson has been a professor at the Dana-Farber Cancer Institute,
Cancer Research and Clinical Care, since 1980, a professor of medicine at
Harvard Medical School since 2000 and a Kraft Family professor of medicine
at
Harvard Medical School since 2002. He has been the Chief of the Division of
Hematologic Neoplasia at the Dana-Farber Cancer Institute since 2002, the Vice
Chair of the Joint Program in Transfusion Medicine at Harvard Medical School
since 2000, the Director of the Jerome Lipper Multiple Myeloma Center at the
Dana-Farber Cancer Institute since 2000, the Associate Medical Director of
Brigham and Women’s Hospital Blood Bank since 1998 and an attending physician at
the Bone Marrow Transplantation Service at Brigham and Women’s Hospital since
1997. Dr. Anderson is a member of 11 medical and scientific societies and
on the editorial boards of 11 medical and scientific journals. He received
a
Bachelors’ degree, summa cum laude, from Boston University in 1973, a M.D. from
Johns Hopkins University School of Medicine in 1977 and a Masters’ Degree in Art
from Harvard University in 2000.
Dr.
Anderson is a member of the Company’s Scientific Advisory Board and has entered
into a consulting agreement with the Company in connection with such position,
pursuant to which the Company pays Dr. Anderson an annual fee of $15,000 and
an
additional fee of $3,000 for each meeting of the Scientific Advisory Board
conducted in the United States and $5,000 for each meeting held outside of
the
United States; provided, however, that in no event shall such compensation
exceed an aggregate of $60,000 in any calendar year. In addition, Dr. Anderson
is associated with Harvard University’s Dana-Farber Cancer Institute as
described above. Harvard University’s Dana-Farber Cancer Institute has agreed to
participate in the Company’s current Phase III clinical trial of defibrotide to
treat VOD with multiple-organ failure. Harvard University’s Dana-Farber Cancer
Institute was a party to a Clinical Trial Agreement with the Company pursuant
to
which Harvard University’s Dana-Farber Cancer Institute conducted a Phase II
clinical trial of defibrotide to treat VOD with multiple-organ failure that
concluded in December 2005. Harvard University’s Dana-Farber Cancer Institute
also conducted a Phase I/II clinical trial of defibrotide to treat VOD with
multiple-organ failure in 2002.
-2-
Gigliola
Bertoglio, 73, has served as one of the Company’s directors since
December 2004. Ms. Bertoglio has been a self-employed consultant since
January 2003. From 1970 through 2002 she was employed by Reconta
Ernst & Young (the Italian affiliate of Ernst & Young LLP) and
its predecessors and was an audit partner beginning in 1977. From 1998 until
leaving the firm, she was responsible for the firm’s Capital Market Group in
Italy. From 1989 to 1998, she was responsible for directing the firm’s
Professional Standards Group and member of the Accounting and Auditing Standards
Group of Ernst & Young International and as a coordinating audit
partner on clients with international operations. From 1977 to 1989,
Ms. Bertoglio was a partner of the Italian firm of Arthur Young &
Co. (the predecessor to Ernst & Young) where she was responsible for
directing the firm’s Professional Standards Group and serving in an advisory
role to the Accounting and Auditing Standards Group of Arthur Young
International and as a coordinating audit partner on clients with international
operations. From 1970 to 1977, she was an Audit Manager (1970 to 1974) and
an
Audit Principal (1975 to 1977) with the Italian firm of Arthur Young &
Co. in its Rome and Milan offices. Prior to 1970, Ms. Bertoglio was
employed in the New York offices of Horwath & Horwath and LKH&H,
both of which were public accounting firms. She earned a degree in Public
Accounting from New York University and a Diploma in Accounting from Economics
Institution in Biella, Italy. She was a Certified Public Accountant (active
license to August 31, 2002, inactive after that) in the United States and
included in the Register of Authorized Auditors of Consob, the Italian Stock
Exchanges regulatory agency of public companies.
Luca
Breveglieri, 56, has served as one of the Company’s directors since April 2006.
Mr. Breveglieri is an Italian-qualified attorney and has been a partner of
Breveglieri
Verzini e Soci,
an
Italian law firm, since 2000. From 1982 to 2000, Mr. Breveglieri was the
founding partner of Breveglieri e Associati. Mr. Breveglieri is an Italian
certified public accountant. Mr. Breveglieri received a degree in law from
Universita degli Studi, Pisa, Italy, in 1977.
Marco
Codella, 48, has served as one of the Company’s directors since June 2005.
Mr. Codella has been the Chief Financial Officer of Sigma Tau Industrie
Farmaceutiche Riunite S.p.A., an international family of pharmaceutical
companies, since May 1999. Mr. Codella has been a professor of Economics
and Management Accounting at University of Rome, La Spienza since 2001. From
1997 to 1999, Mr. Codella was the Finance, IT and Logistics Director of
Crown Cork & Seal Italy S.p.A., an Italian subsidiary of Crown
Holdings, Inc., a manufacturer of packaging products to consumer marketing
companies. From 1994 to 1997, Mr. Codella was the Finance and IT Director
of Crown Cork & Seal Italy S.p.A. From 1990 to 1994, Mr. Codella held
various finance positions at Digital Equipment Italia S.p.A., an Italian
subsidiary of Digital Equipment Corporation, a computer company. From 1987
to
1990, Mr. Codella was the Finance Manager of an Italian subsidiary of Ampex
Corporation, a provider of technology for acquisition, storage and processing
of
visual information. From 1984 to 1987, Mr. Codella was an auditor at
Deloitte, Haskins & Sells, an accounting firm. Mr. Codella is a
director of Eubiotina Research S.p.A., Biosint S.p.A., Avantgarde S.p.A.,
SigmaTau Health Science S.p.A., Techogen S.p.A. and Kenton S.r.l., each of
which
is a subsidiary of Sigma Tau Finanziaria S.p.A., and Fonchim, a pension fund
for
chemical industry workers. Mr. Codella is an Italian certified public
accountant. Mr. Codella graduated summa cum laude from Rome University in
1984 with a degree in economics.
-3-
Mr.
Codella is the Chief Financial Officer of Sigma Tau Industrie Farmaceutiche
Riunite S.p.A. Sigma Tau Industrie Farmaceutiche Riunite S.p.A. is a subsidiary
of Sigma Tau Finanziaria S.p.A., which holds 1,300,000 ADSs of the Company.
Sigma Tau Pharmaceuticals, Inc., which is another subsidiary of Sigma Tau
Finanziaria S.p.A., is a party to a License and Supply Agreement with the
Company pursuant to which the Company has licensed the right to market
defibrotide to treat VOD in North America, Central America and South America
to
Sigma Tau Pharmaceuticals, Inc. and pursuant to which Sigma Tau Pharmaceuticals,
Inc. has agreed to purchase defibrotide for this use from the Company. Defiante
Farmaceutica L.d.a., which is a third subsidiary of Sigma Tau Finanziaria
S.p.A., holds 1,024,192 ADSs of the Company and a warrant to purchase an
additional 73,334 ordinary shares. Chaumiere Consultadoria e Servicos S.A.,
which is under common control with Sigma Tau Finanziaria S.p.A., holds 240,043
ADSs of the Company and a warrant to purchase an additional 60,951 ADSs.
Inverlochy Consultadoria & Servicos LdA, which is also under common control
with Sigma Tau Finanziaria S.p.A. and Chaumiere Consultadoriae Servicos S.p.A.,
holds 87,666 ADSs of the Company.
Dr. Laura
Ferro, 56, has served as the Company’s President and Chief Executive Officer and
one of the Company’s directors since 1991. From 1991 to 1997, Dr. Ferro
held various executive positions at Sirton S.p.A. an affiliate of the Company,
including Chief Executive Officer and Chairperson of the research and
development unit. Prior to that, Dr. Ferro was a practicing physician for
15 years. Dr. Ferro is the chairperson of the research committee of
Europharm, the European Association of Small and Medium-Sized Pharmaceutical
Companies, and is a member of the executive committee of Farmindustria, an
Italian pharmaceutical industry group. She is also the President of the
Gianfranco Ferro Foundation, a not-for-profit Italian organization with the
mission of stimulating research, education and dissemination of information
on
the correct use of medications
and adverse events of medicines. Dr. Ferro received her M.D. and Ph.D.
degrees from the University of Milan, and a MBA from Bocconi University in
Milan
in 1994. Dr. Ferro is a licensed physician. She was certified in psychiatry
at the University of Milan in 1981, and in Clinical Pharmacology at the
University of Milan in 1994.
Dr. Ferro
is also the President and Chief Executive Officer of the Company’s largest
shareholder, FinSirton S.p.A., which holds 3,750,000 ordinary shares of the
Company. She also serves as Vice President of Sirton S.p.A., a subsidiary of
FinSirton S.p.A. that specializes in manufacturing pharmaceutical products.
Dr. Ferro is also a member of the board of directors of each of FinSirton
S.p.A., Sirton S.p.A. and Foltene Laboratories S.p.A., which is in the hair
care
products business. FinSirton S.p.A. owns 10% of the outstanding shares of
Foltene Laboratories S.p.A. and was previously the controlling shareholder
of
Foltene Laboratories S.p.A. Each of FinSirton S.p.A. and Sirton S.p.A. leases
the Company certain facilities and the Company uses the payroll infrastructure
of FinSirton S.p.A. Most of the Company’s recent revenues have been from sales
of its products to Sirton S.p.A.
Dr.
Lee
M. Nadler, 60, has served as one of the Company’s directors since June 2005.
Dr. Nadler is the Senior Vice President of Experimental Medicine at Harvard
University’s Dana-Farber Cancer Institute and a Professor of Medicine at Harvard
University. He joined the staff of the Dana-Farber Cancer Institute in 1977,
and
was promoted to the faculty in 1980. He served as chief and chair of several
departments, including serving as the First Chairperson of the Dana-Farber
Cancer Institute’s Department of Adult Oncology. Dr. Nadler received a
medical degree from Harvard Medical School in 1973.
-4-
Dr.
Nadler is the Chairman of the Company’s Scientific Advisory Board and has
entered into a consulting agreement with the Company in connection with such
position, pursuant to which the Company pays Dr. Nadler an annual fee of $15,000
and an additional fee of $3,000 for each meeting of the Scientific Advisory
Board conducted in the United States and $5,000 for each meeting held outside
of
the United States. In
addition, Dr. Nadler is associated with Harvard University’s Dana-Farber Cancer
Institute as described above. Harvard University’s Dana-Farber Cancer Institute
has agreed to participate in the Company’s current Phase III clinical trial of
defibrotide to treat VOD with multiple-organ failure. Harvard University’s
Dana-Farber Cancer Institute was a party to a Clinical Trial Agreement with
the
Company pursuant to which Harvard University’s Dana-Farber Cancer Institute
conducted a Phase II clinical trial of defibrotide to treat VOD with
multiple-organ failure that concluded in December 2005. Harvard University’s
Dana-Farber Cancer Institute also conducted a Phase I/II clinical trial of
defibrotide to treat VOD with multiple-organ failure in 2002.
Malcolm
Sweeney, 59, has served as one of the Company’s directors since April
2007. From 2001 to 2005, Mr. Sweeney was the Head of Financial Reporting
and Accounting of the Pharma Division at Novartis AG, a major international
pharmaceutical company. From 1990 to 2000, Mr. Sweeney worked for IMS
Health Inc., (formerly IMS International), a provider of market intelligence
to
the pharmaceutical and healthcare industries, and associated companies. He
held the positions of Corporate Controller and Senior Director of Finance for
IMS, as well as that of Leader of European Shared Services for Dun and
Bradstreet in 1994 and 1995 when Dun and Bradstreet used to own IMS and several
other major information service providers. From 1974 to 1990, he held a
variety of finance positions for divisions of General Electric. Mr.
Sweeney resides in the U.K., is a chartered accountant, admitted to the
Institute of England & Wales in 1974 when working for KPMG (formerly Peat,
Marwick, Mitchell and Co.). He received a Bachelor of Science in Physics,
Economics and Philosophy from the University of Exeter in 1970.
Dr. Andrea
Zambon, 50, has served as one of the Company’s directors since June 2005. Dr.
Zambon is the President and CEO of Kjos, a Holding Company based in Milan
(Italy), focusing its investments on technology driven companies in different
countries. Kjos was founded in 2005 and is currently managing investments
in different industries, in particular Life Sciences, Chemicals and
Security/Defence. Previously Dr. Zambon was a co-founder and President of
OKSalute S.p.A. a web-based company serving the medical community from 2000
until 2002. From 2000 until 2004 he was President and board member of Zambon,
S.p.A, the holding company of Zambon Group, S.p.A., an Italian pharmaceutical
and chemical company that operates in Europe, North and South America and Asia,
where he served in various capacities, including President and Chief Executive
Officer from 1993 to 1999, Chief Executive Officer from 1991 to 1993. From
1988
to 1989, Dr. Zambon was employed by Smith Kline & Beckman. In 1986 he had
joined Zambon Group, S.p.A. in the research and development division. Over
the
years he has served on numerous corporate and industry association boards.
Dr.
Zambon earned a Medical Degree from the University of Milan Medical School
and
is a Harvard Business School alumni.
-5-
3. Approve
director compensation for the April 2008 to April 2009
term.
The
Board
of Directors submits to the shareholders’ attention the following proposed
compensation for directors of the Company for the term from this Ordinary
Shareholders’ Meeting to the Company’s April 2009 Annual Ordinary Shareholders’
Meeting.
| · |
€20
thousand per year for being a member of the board;
|
| · |
€2
thousand for each board meeting attended;
and
|
| · |
an
additional €3 thousand for each board meeting attended in person that is
held outside of the continent in which the director resides, or that
requires travel for more than five (5) hours from his/her place of
residence.
|
The
Board
of Directors also proposes retroactive compensation of an additional €1 thousand
for each board meeting attended during the term from the Company’s April 2007
Ordinary Shareholder’s Meeting to this Ordinary Shareholder’s Meeting. The
payment of retroactive compensation is proposed on the grounds that
extra-ordinary activities were carried out by the directors during the duration
of their office.
4. Approve
the engagement of Reconta Ernst & Young S.p.A. as the Company’s independent
auditor for fiscal year 2008 with respect to the Company’s U.S. GAAP financial
statements and its compensation.
The
Board
of Directors submits to the shareholders the proposal to resolve upon (A) the
engagement of Reconta Ernst & Young S.p.A. as the Company’s independent
auditor for fiscal year 2008, with respect to the Company’s U.S. GAAP financial
statements, and, in connection therewith, (B) confirmation of a compensation
per
year to such auditor of €75,000, plus extra-ordinary amounts to be expressly
determined for extraordinary transactions and services, and (C) grant upon
the
Chairperson of the Board and any other executive officer of the Company the
power to negotiate with Reconta Ernst & Young S.p.A. the terms and
conditions for its engagement, including the power to enter into an ad-hoc
engagement letter.
-6-
In
light
of the above, the Board of Directors proposes to hold an Ordinary Shareholders’
Meeting to approve the following resolutions:
At
the
Ordinary Shareholders’ Meeting of Gentium S.p.A., after having examined and
approved the report of the Board of Directors, the shareholders
RESOLVED
To
approve the 2007 Italian GAAP financial statements of the Company and related
documents and, cover the annual operating losses by the utilization of the
Company’s net worth reserve;
To
set
the number of members of the Board of Directors at eight (8) and elect the
following individuals as members of the Board of Directors of the Company for
the term from this Ordinary Shareholders’ Meeting to the Company’s 2009 Annual
Ordinary Shareholders’ Meeting, or until otherwise replaced or
removed:
a. Kenneth
Anderson
b. Gigliola
Bertoglio
c. Luca
Breveglieri
d. Marco
Codella
e. Laura
Ferro
g. Lee
Nadler
h. Malcolm
Sweeney
i. Andrea
Zambon
To
approve the following director compensation for the term from this Ordinary
Shareholders’ Meeting to the Company’s 2009 Annual Ordinary Shareholders’
Meeting:
|
·
|
€20
thousand per year for being a member of the
board;
|
|
·
|
€2
thousand for each board meeting attended; and
|
|
·
|
an
additional €3 thousand for each board meeting attended in person that is
held outside of the continent in which the director resides, or that
requires travel for more than five (5) hours from his/her place of
residence.
|
To
approve, retroactively for the term from the Company’s April 2007 Ordinary
Shareholder’s Meeting to this Ordinary Shareholder’s Meeting, an additional €1
thousand in director compensation for each board meeting attended. The payment
of retroactive compensation is resolved on the grounds that extra-ordinary
activities were carried out by the directors during the duration of their
office.
-7-
To
approve (A) the engagement of Reconta Ernst & Young S.p.A. as the Company’s
independent auditor for fiscal year 2008, with respect to the Company’s U.S.
GAAP financial statements, and, in connection therewith, (B) confirmation of
a
compensation per year to such auditor of €75,000, plus extra-ordinary amounts to
be expressly determined for extraordinary transactions and services; (C) grant
upon the Chairperson of the Board and any other executive officer of the Company
the power to negotiate with Reconta Ernst & Young S.p.A. the terms and
conditions for its engagement, including the power to enter into an ad-hoc
engagement letter.
-8-
Exhibit
3
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/
Gary G. Gemignani
|
|
|
Name:
Gary G. Gemignani
|
||
|
Title:
Executive Vice President and Chief Financial
Officer
|
||
Date:
March
7,
2008
INDEX
TO EXHIBITS
|
Exhibit
|
Description
|
|
1
|
Notice
of Call
|
|
2
|
Board
report to shareholders regarding Ordinary Shareholders’
Meeting
|
|
3
|
Proxy
card
|