Unassociated Document
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
January
11, 2011
Date of
Report (Date of earliest event reported)
ELITE
PHARMACEUTICALS, INC.
(Exact
name of Company as specified in its charter)
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Delaware
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001-15697
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22-3542636
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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165
Ludlow Avenue, Northvale, New Jersey 07647
(Address
of principal executive offices)
(201)
750-2646
(Company’s
telephone number, including area code)
(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 Company 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))
Pursuant
to that certain Strategic Alliance Agreement, dated as of March 18, 2009, by and
among Elite Pharmaceuticals, Inc., a Delaware corporation (the “Registrant”), on the
one hand, and Epic Pharma, LLC, a Delaware limited liability company (the “Parent”), and Epic
Investments, LLC, a Delaware limited liability company (the “Subsidiary”, and
together with the Parent, “Epic”), on the other
hand, as amended by that certain Amendment, dated as of April 30, 2009, by and
among, the Registrant, the Parent and the Subsidiary, as further amended by that
certain Second Amendment, dated as of June 1, 2009, by and among the Registrant,
and the Parent, the Subsidiary, Ashok G. Nigalaye and Jeenarine Narine, as
further amended by that certain Amendment Agreement, dated as of June 25, 2010,
by and among the Registrant, the Parent and the Subsidiary (as amended, the
“Strategic Alliance
Agreement”), the Registrant agreed to issue to the Subsidiary, and the
Subsidiary agreed to purchase from the Registrant, 1,000 additional shares of
the Company’s Series E Convertible Voting Preferred Stock, par value $0.01 per
share (the “Series E
Preferred Stock”), and a warrant (the “Warrant”) to purchase
40,000,000 shares of its Common Stock, par value $0.01 per share, at an exercise
price of $0.025 per share, on or before December 31, 2010 (the “Closing Date”), for
aggregate cash consideration of $1,000,000 (such payment, the “Consideration”).
The
Subsidiary did not pay the Consideration to the Registrant on or before the
Closing Date. On January 4, 2011, the Registrant sent a written
request to Epic for payment of the Consideration in accordance with its
obligations under the Strategic Alliance Agreement.
On
January 6, 2011, Epic responded to such request stating that, as a result of the
complaint filed against the Registrant by The PharmaNetwork, LLC (“TPN”) on or about
September 3, 2010 in the Superior Court of New Jersey Chancery Division: Bergen
County (Docket No. C-272-10), with an amendment of such complaint being filed on
or about September 24, 2010 (the “TPN Complaint”), one
or more of the conditions to the Subsidiary’s performance under the Strategic
Alliance Agreement may not have been satisfied. As a result of the
filing of the TPN Complaint and the pending litigation related thereto (the
“TPN
Litigation”), Epic stated that it does not have the requisite information
regarding the status of the TPN Litigation to evaluate the impact that the TPN
Litigation may have on the closing of the payment of the Consideration by the
Subsidiary to the Registrant. Epic requested the Registrant to provide it with
further details regarding the TPN Litigation and any other pending litigations
or proceedings before it will pay the Consideration to the Registrant under the
Strategic Alliance Agreement.
On
January 11, 2011, the Registrant informed Epic in writing that it does not
believe pendency of the TPN Litigation results in the condition set forth in
Section 2.11(b)(ix) of the Strategic Alliance Agreement failing to be satisfied.
The Registrant intends to continue discussions with the Parent and the
Subsidiary and provide such information as may be necessary to establish that
all conditions to the Subsidiary’s purchase of the additional 1,000 shares of
Series E Preferred Stock and the Warrant under the Strategic Alliance Agreement
have been satisfied.
In
addition, pursuant to the Strategic Alliance Agreement, within 10 business days
following the last day of each calendar quarter, the Subsidiary agreed to
purchase from the Registrant 62.5 shares of Series E Preferred Stock (such
shares, the “Additional Shares”,
and closings of such purchase, “Additional Closing”)
for $62,500 (such amount, the “Additional
Consideration”). As of the date hereof, Additional Closings have not been
conducted for, and the Subsidiary has not paid Additional Consideration for
Additional Shares in connection with, the calendar quarters ending September 30,
2010 or December 31, 2010
The
Registrant disputes the claims set forth in the TPN Complaint and it believes
the lawsuit is without merit and intends to vigorously defend against
them. On or about October 14, 2010, the Registrant filed its response
to the TPN Complaint and two counterclaims. The first counterclaim
asserts TPN’s breach of contract and seeks monetary damages in the sum of an
amount no less than $1.125 million, plus interest. The second
counterclaim asserts TPN’s breach of its obligation of good faith and fair
dealing to the Registrant and seeks monetary damages in the sum of an amount no
less than $1.125 million, plus interest. The case is presently in
discovery stage.
Item
9.01 Financial Statements
and Exhibits
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:
January 13, 2011
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ELITE
PHARMACEUTICALS, INC.
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By:
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/s/ Chris Dick
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Name: Chris
Dick
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Title:
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President
& Chief Operating
Officer
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