SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
(Amendment No.)
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14a-6(e)(2))
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[X] Soliciting Material Pursuant to Rule 14a-12
ELITE PHARMACEUTICALS, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Consent Revocation Statement,
if other than Registrant)
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[LOGO] ELITe
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PHARMACEUTICALS INC.
August 29, 2002
Dear Fellow Stockholder:
By now you may have received materials from Harris Freedman, Sharon Will,
Michael H. Freedman or other entities that they control (the "Freedman Group")
concerning their hostile consent solicitation. Members of the Freedman Group or
their agents may also contact you about their solicitation. The Freedman Group
is soliciting consents in order to seize control of Elite Pharmaceuticals by
removing three of the current members of your Board of Directors, without cause,
and replacing them with their own hand-picked nominees - I.E., THEMSELVES.. All
of the directors who the Freedman Group desire to remove are independent
directors with many years of experience in the pharmaceutical industry and who
are valuable contributors to Elite's business.
Your Board strongly urges you to REJECT any solicitation effort made by the
Freedman Group and to discard the White consent card, which it may send to you.
Shortly a BLUE consent revocation card and its own consent revocation statement
containing an explanation of why you should REJECT the Freedman Group's hostile,
costly and self-serving solicitation will be sent to you by the Board. In the
meantime, your Board requests that you carefully consider the following:
o We believe that the Freedman Group's consent solicitation is a
self-interested attempt to extend the expiration of Elite's Class A
Warrants that expire on November 30, 2002. The Freedman Group holds a
substantial number of these warrants, will directly benefit from their
extension and before undertaking this contest for control of Elite had
demanded that Elite extend their expiration. However, the extension of
the term of the warrants would require Elite to incur expense of over
$1 million without providing any benefit to Elite or its other
stockholders. When the Elite Board did not agree to the Freedman
Group's demand that the warrants be extended, the Freedman Group
launched this solicitation to take over your company.
o We do not believe that the Freeman Group has the necessary integrity
to lead Elite. According to publicly available information obtained by
Elite, Harris Freedman was barred by the SEC from being affiliated
with a broker-dealer following the SEC's finding that he had committed
securities fraud. In addition, in 1967 Harris Freedman pleaded guilty
to criminal securities fraud.
o The Freedman Group does not have any relevant past business experience
in the pharmaceutical industry. Rather, they have more generalized
consulting experience which the Board believes will not be of any
value to Elite and its stockholders in developing new technologies or
negotiating arrangements with strategic partners.
ARE THESE THE TYPES OF INDIVIDUALS YOU WANT RUNNING YOUR COMPANY?
We believe that Elite's current Board, whom you elected, and management are in
the best position to evaluate the strategic alternatives available to Elite and
to decide on the courses of action that are in the best interests of ALL of
Elite's stockholders. Based on the Board's experience, success in the
pharmaceutical industry results from industry experience and positive
reputations, both qualities shared by all of your current Board members.
We will vigorously oppose the Freedman Group's attempts to interfere with
Elite's future success and prospects. Shortly, our definitive consent revocation
statement, which outlines our position in detail and provides instruction for
how you can revoke any earlier consent you submitted to the Freedman Group, will
be sent to you. In the interim, we urge you to discard any White consent
solicitation card that you may receive from the Freedman Group.
On behalf of the Board of Directors, thank you for your continued interest and
support in your company.
Very truly yours,
/s/ Atul M. Mehta, Ph.D.
------------------------
Atul M. Mehta, Ph.D.
President and Chief Executive Officer
For The Board of Directors
THIS LETTER IS NOT A CONSENT REVOCATION STATEMENT. THE BOARD OF DIRECTORS IS NOT
SOLICITING ANY AUTHORIZATION, CONSENT OR REVOCATION THROUGH THIS LETTER. ON
AUGUST 20, 2002, THE COMPANY FILED A PRELIMINARY CONSENT REVOCATION STATEMENT
WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). THE BOARD OF DIRECTORS
EXPECTS TO FILE A DEFINITIVE CONSENT REVOCATION STATEMENT WITH THE SEC IN THE
NEAR FUTURE. PLEASE READ THE DEFINITIVE CONSENT REVOCATION STATEMENT CAREFULLY
WHEN IT IS AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
YOU MAY OBTAIN FOR FREE A COPY OF THE PRELIMINARY CONSENT REVOCATION STATEMENT,
THE DEFINITIVE CONSENT REVOCATION STATEMENT (WHEN IT IS AVAILABLE) AND ANY OTHER
RELEVANT DOCUMENTS AT THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. YOU ALSO MAY
OBTAIN A FREE COPY OF THE DEFINITIVE CONSENT REVOCATION STATEMENT AND CONSENT
REVOCATION (WHEN THEY ARE AVAILABLE) FROM THE COMPANY AT:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET, NEW YORK, NEW YORK 10004
TOLL FREE TEL: 866-297-1267
FAX: 212-440-9009.
INFORMATION REGARDING THE NAMES, AFFILIATIONS AND INTERESTS OF PERSONS WHO MAY
BE DEEMED TO BE PARTICIPANTS IN OUR SOLICITATION OF CONSENT REVOCATIONS FROM THE
COMPANY'S STOCKHOLDERS IS AVAILABLE IN THE PRELIMINARY CONSENT REVOCATION
STATEMENT FILED WITH THE SEC ON AUGUST 20, 2002.