U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period ended to
Commission File Number: 333-45241
ELITE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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22-3542636
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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165 Ludlow Avenue, Northvale, New Jersey
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07647
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(Address of principal executive offices)
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(Zip Code)
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(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨ The registrant is not yet subject to this requirement.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated filer ¨
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Accelerated Filer ¨
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Non-Accelerated Filer ¨
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Smaller Reporting Company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 12, 2010 the issuer had outstanding 97,949,973 shares of common stock, $0.001 par value (exclusive of 100,000 shares held in treasury).
EXPLANATORY NOTE
Elite Pharmaceuticals, Inc., a Delaware corporation (the “ Registrant ”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A (“Amendment”) for the quarterly period ended September 30, 2010, as originally filed by the Registrant with the United States Securities and Exchange Commission (the “ Commission ”) on November 15, 2010 (the “Original Filing”), to file an accurate copy of a certain Asset Purchase Agreement, dated as of August 27, 2010, by and between Mikah Pharma LLC and the Registrant, that was filed as exhibit 10.5 to the Original Filing in the form in which the Registrant requested staff confidential treatment from the Commission. Exhibit 10.5 as filed with the Original Filing did not reflect the execution version of the exhibit provided to the Commission in its request for confidential treatment of certain information included therein. Exhibit 10.5 filed with this Amendment represents the execution version of the document.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment is accompanied by currently dated certifications filed as Exhibits 31.1, 31.2, 32.1 and 31.2.
Except as expressly set forth in this Amendment, we are not amending any other part of the Original Filing. This Amendment continues to speak as of the date of the Original Filing, and does not reflect events occurring after the filing of the Original Filing or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings. The filing of this Amendment shall not be deemed an admission that the Original Filing when made included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
PART II. OTHER INFORMATION
The exhibits listed in the index below are filed as part of this amendment.
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Exhibit
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Description
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10.5
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Asset Purchase Agreement, dated as of August 27, 2010, by and among Mikah Pharma LLC and the Company. A description of this Asset Purchase Agreement is incorporated by reference to Item 2.01 of the Current Report on Form 8-K, dated August 27, 2010 and filed with SEC on September 1, 2010
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
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.
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ELITE PHARMACEUTICALS, INC.
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Date: April 26, 2011
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/s/ Jerry Treppel
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Jerry Treppel
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Chief Executive Officer
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(Principal Executive Officer)
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Date: April 26, 2011
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/s/ Carter J. Ward
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Carter J. Ward
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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