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
Delaware 333-45241 22-3542636
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On March 10, 2006, the Registrant filed the Certificate of Retirement with the Secretary of State of the Delaware to retire 516,558 shares of the Series A Preferred Stock, par value of $0.01 per share (the "SERIES A PREFERRED STOCK"), of the Registrant. No shares of Series A Preferred Stock are outstanding. Attached as Exhibit 3.1 is the Certificate of Retirement.
ITEM 8.01 OTHER EVENTS
On March 13, 2006, the Registrant announced that Dr. Charan Behl, Executive Vice President and Chief Scientific Officer of the Registrant, will be discussing at First Albany Capital's Chronic Pain Conference the Registrant's two lead opioid products: OxyNal(TM), the Registrant's opioid abuse-resistant oxycodone product and OxyQD(TM), the Registrant's once-daily oxycodone product to address the subject "Unmet Needs in Opioid Therapy". See Registrant's press release attached as Exhibit 99.1 for further information.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
a) Not applicable.
b) Not applicable.
c) Exhibits
3.1 Certificate of Retirement of Series A Preferred Stock
99.1. Press Release, dated March 13, 2006
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: March 13, 2006
ELITE PHARMACEUTICALS, INC.
By: /s/ BERNARD BERK
---------------------------------
Name: Bernard Berk
Title: Chief Executive Officer
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Exhibit 99.1
ELITE TO PARTICIPATE IN FIRST ALBANY CAPITAL'S CHRONIC PAIN CONFERENCE
DISCUSSING UNMET NEEDS IN OPIOID THERAPY
Monday March 13, 8:30 am ET
NORTHVALE, N.J.--(BUSINESS WIRE)--March 13, 2006--Elite Pharmaceuticals, Inc.
("Elite" or the "Company") (AMEX: ELI - NEWS), will be participating in First
Albany Capital's Chronic Pain Conference. Dr. Charan Behl, Elite's Chief
Scientific Officer will be discussing the Company's two lead opioid products:
OxyNal(TM), the Company's opioid abuse-resistant oxycodone product and
OxyQD(TM), the Company's once-daily oxycodone product to address the subject
"Unmet Needs in Opioid Therapy".
First Albany Capital's Chronic Pain Conference will be held at The Harvard Club, 35 West 44th Street in New York City on Thursday, March 16th at 10:30am EST. For additional information about attending this conference, please call 212-273-7223.
OxyNal(TM) uses a pharmacological agonist-antagonist combination approach of sustained release agonist oxycodone hydrochloride, intended for use in patients with moderate to severe chronic pain, and an antagonist, naltrexone hydrochloride, formulated to deter abusers of the drug. In December 2005, Elite announced positive results for a clinical trial demonstrating that Elite's proprietary technology for its abuse resistant product performs as intended. Further clinical studies on OxyNal(TM) will be initiated soon. Additionally, the FDA recently accepted the investigational new drug application (IND) for OxyQD(TM) and the Company will be entering additional clinical studies for this product shortly.
About Elite Pharmaceuticals
Elite Pharmaceuticals is a specialty pharmaceutical company principally engaged in the development and manufacturing of oral controlled-release products. The Company's strategy includes developing generic versions of controlled release drug products with high barriers to entry and assisting partner companies in the life cycle management of products to improve off-patent drug products. Elite's technology is applicable to develop delayed, sustained or targeted release capsules or tablets. Elite has one product currently being sold commercially and a pipeline of eight drug products under development in the therapeutic areas that include pain management, allergy, cardiovascular and infection. The addressable market for Elite's current pipeline of products exceeds $6 billion. Elite also has a GMP and DEA registered facility for research, development, and manufacturing located in Northvale, NJ.
This news release contains forward-looking statements, including those related to the preliminary nature of the clinical program results and the potential for further product development, that involve known and unknown risks, delays, uncertainties and other factors not under the control of Elite, which may cause actual results, performance or achievements of the companies to be materially different from the results, performance or other expectations implied by these forward-looking statements. In particular, because substantial future testing will be required prior to approval, the results described above may not be supported by additional data or by the results of subsequent trials. These risks and other factors, including the timing or results of pending and future clinical trials, regulatory reviews and approvals by the Food and Drug Administration and other regulatory authorities, and intellectual property protections and defenses, are discussed in the Elite's filings with the Securities and Exchange Commission such as the 10K, 10Q and 8K reports. The Company undertakes no obligation to update any forward-looking statements.
CONTACT:
Investor Relations
The Investor Relations Group
Dian Griesel/ Antima "Taz" Sadhukhan
Phone: 212-825-3210
or
For Elite Pharmaceuticals, Inc.
Dianne Will, Investor Relations
Phone: 518-398-6222
E-Mail: DWILL@WILLSTAR.NET
Website: WWW.ELITEPHARMA.COM
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RETIREMENT OF "ELITE PHARMACEUTICALS, INC.", FILED IN THIS OFFICE ON THE TENTH DAY OF MARCH A.D. 2006, AT 2 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS.
/s/ Harriet Smith Windsor
2791326 8100 [LOGO OMITTED] --------------------------
060236777 Harriet Smith Windsor, SECRETARY OF STATE
AUTHENTICATION: 4584334
DATE: 03-10-06
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 02:00 PM 03/10/2006
FILED 02:00 PM 03/10/2006
SRV 060236777 -- 2791326 FILE
CERTIFICATE OF RETIREMENT OF STOCK
OF
ELITE PHARMACEUTICALS, INC.
Elite Pharmaceuticals, Inc. (the "CORPORATION"), a corporation organized and existing under the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That written consent of the Board of Directors of the Corporation held on February 27, 2006, a resolution was duly adopted retiring shares of the capital stock of said corporation, which was issued but not outstanding, to the extent hereinafter set forth, and which retired shares had no capital applied to their acquisition.
SECOND: The shares of capital stock of the Corporation, which are retired, are identified as being 516,558 shares of the Series A Preferred Stock with a par value of $0.01 per share.
THIRD: That the Certificate of Incorporation of the Corporation, as amended and supplemented to date, prohibits the reissuance of the shares of Series A Preferred Stock when so retired; and, pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, upon the effective date of the filing of this Certificate as therein provided, the Certificate of Incorporation of said Corporation, as amended and supplemented to date, shall be amended so as to effect a reduction in the authorized number of shares of the Series A Preferred Stock to the extent of 516,558 shares, being the total number of shares retired with a par value of $0.01 per share and an aggregate par value of $5,165.58.
IN WITNESS WHEREOF, the Certificate has been executed by the Corporation by its President this 9th day of March, 2006.
ELITE PHARMACEUTICALS, INC.
By: /s/ Bernard Berk --------------------- Bernard Berk, President |