UNITED STATES
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
August 31, 2005
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Date of Report (Date of earliest event reported)
ELITE PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-45241 22-3542636
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
165 Ludlow Avenue, Northvale, New Jersey 07647
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(Address of principal executive offices)
(201) 750-2646
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.03: CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF- BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On August 31, 2005, Registrant completed a refinancing through the
issuance of the tax-exempt bonds by the New Jersey Economic Development
Authority (the "Authority"). The refinancing involved the borrowing of
$4,155,000 evidenced by a 6.5% Series A Note in the principal amount of
$3,660,000 maturing on September 1, 2030 and a Series B Note in the principal
amount of $495,000 maturing on September 1, 2012. The net proceeds, after
payment of issuance costs, are to be used (i) to redeem the outstanding
tax-exempt Bonds originally issued by the Authority on September 2, 1999, and
(ii) for the purchase of certain equipment to be used in the manufacture of
pharmaceutical products. Interest is payable semiannually on March 1 and
September 1 of each year. The Bonds are collateralized by a first lien on the
Registrant's facility and equipment acquired with the proceeds of the original
and refinanced Bonds. The related Indenture requires the maintenance of a
$415,500 Debt Service Reserve Fund consisting of $366,000 from the Series A
Bonds proceeds and $49,500 from the Series B proceeds.
The issuance costs include a commission of $124,650 paid to the
Placement Agent
The Bonds are to be redeemed on September 1 of each year in the
following principal amounts:
SERIES A SERIES B
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2006 $120,000 $55,000
2007 125,000 60,000
2008 135,000 65,000
2009 140,000 70,000
2010 150,000 75,000
2011 165,000 80,000
2012 170,000 90,000
2013 185,000
2014 195,000
2015 210,000
2016 220,000
2017 85,000
2018 90,000
2019 95,000
2020 105,000
2021 110,000
2022 115,000
2023 125,000
2024 130,000
2025 140,000
2026 150,000
2027 160,000
2028 170,000
2029 180,000
2030 190,000
Redemption may be satisfied in whole or in part by delivery of Bonds previously
acquired by the Registrant.
The maturity of the Bonds may be accelerated in the event of a default,
which includes: the failure to pay principal or interest within ten days
following the due date, the failure to make any other required payments within
ten days of notice, failure to cure a covenant default within 30 days of notice,
and insolvency or an act of bankruptcy.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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a) Not applicable.
b) Not applicable.
c) Exhibits
10.1 Loan Agreement, by and between New Jersey Economic
Development Authority and the Registrant, dated as of August
15, 2005.
10.2 Copy of Series A Note.
10.3 Copy of Series B Note.
10.4 Mortgage from Registrant to New Jersey Economic Development
Authority.
10.5 Indenture between New Jersey Economic Development Authority
and the Bank of New York as Trustee, dated as of August 15,
2005.
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 hereunto duly authorized.
Dated: September 2, 2005
ELITE PHARMACEUTICALS, INC.
By: /s/ Bernard Berk
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Name: Bernard Berk
Title: Chief Executive Officer