As filed with the Securities and Exchange Commission on March 1, 2006
File No. 333- [________]
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
ELITE PHARMACEUTICALS, INC.
(Name of Registrant in its charter)
DELAWARE 22-3542636
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
165 LUDLOW AVENUE
NORTHVALE, NEW JERSEY 07647
(201) 750-2646
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
2004 STOCK OPTION PLAN
(Full Title of the Plan)
MR. BERNARD BERK
ELITE PHARMACEUTICALS, INC.
165 LUDLOW AVENUE
NORTHVALE, NEW JERSEY 07647
(201) 750-2646
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Scott H. Rosenblatt, Esq.
Reitler Brown & Rosenblatt LLC
800 Third Avenue, 21st Floor
New York, New York 10022
(212) 209-3050
(212) 371-5500 Fax
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
-------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 2,500,000(1) $2.33(2) $5,825,000 $623.28(1)
-------------------------------------------------------------------------------------------------------
(1) Represents the additional shares authorized by an amendment to the
Plan adopted by the Board of Directors and approved by the
stockholders of the Registrant on April 15, 2005
(2) The proposed maximum offering price per share has been
estimated/determined pursuant to Rule 457(h), and is based on the
closing sales price of the Company's Common Stock on the American
Stock Exchange on February 28, 2006.
INCORPORATION BY REFERENCE
The contents of Registration Statements on Form S-8 (File No.
333-118524) are incorporated herein by reference thereto.
PART I
ITEM 8. EXHIBITS.
Exhibit
4.1 Amendment to 2004 Stock Option Plan approved by stockholders on
April 15, 2005.
5.1 Opinion of Reitler Brown & Rosenblatt LLC regarding the legality of
the securities being registered.
23.1 Consent of Miller Ellin & Company, LLP, independent auditors of
Registrant.
23.2 Consent of Reitler Brown & Rosenblatt LLC (included in Exhibit
5.1 hereto).
24.1 Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Northvale, State of New Jersey, on February 28, 2006.
ELITE PHARMACEUTICALS, INC.
By: /s/ Bernard Berk
----------------------------------------------
Bernard Berk, President and Chief Executive
Officer
By: /s/ Mark I. Gittelman
----------------------------------------------
Mark I. Gittelman, Chief Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Bernard Berk Chief Executive Officer February 28, 2006
-------------------------- and Chairman of the Board
Bernard Berk
/s/ Mark I. Gittelman Chief Financial Officer February 28, 2006
-------------------------- and Treasurer
Mark I. Gittleman
/s/ Edward L. Neugeboren Director February 28, 2006
--------------------------
Edward L. Neugeboren
/s/ Barry Dash Director February 28, 2006
--------------------------
Barry Dash
/s/ Melvin Van Woert Director February 28, 2006
--------------------------
Melvin Van Woert
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SIGNATURE PAGE
AND
POWER OF ATTORNEY
The undersigned directors of Elite Pharmaceuticals, Inc. by their
execution of this signature page also hereby constitute and appoint Mr. Bernard
Berk or Mark I. Gittelman with power to act one without the other, as our true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Bernard Berk Chairman of the Board and Director February 28, 2006
-------------------------
Bernard Berk
/s/ Edward L. Neugeboren Director February 28, 2006
-------------------------
Edward L. Neugeboren
/s/ Barry Dash Director February 28, 2006
-------------------------
Barry Dash
/s/ Melvin Van Woert Director February 28, 2006
-------------------------
Melvin Van Woert
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