ELITE PHARMACEUTICALS INC /DE/ (Form: 8-K, Received: 12/23/2008 06:01:19)

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

December 19, 2008
Date of Report (Date of earliest event reported)

ELITE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)


Delaware	001-15697	22-3542636
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

165 Ludlow Avenue, Northvale, New Jersey 07647
(Address of principal executive offices)

(201) 750-2646
(Registrant’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 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 December 19, 2008, at the Special Meeting of the Stockholders (the “ Special Meeting ”) of Elite Pharmaceuticals, Inc., a Delaware corporation (the “ Registrant ”), the stockholders of the Registrant took the following actions: (i) approved and ratified the sale of up to 30,000 shares of the Registrant’s Series D 8% Convertible Preferred Stock, par value $0.01 per share (the “ Series D Preferred Stock ”), convertible into shares of the Registrant’s common stock, par value $0.01 per share (the “ Common Stock ”); the exchange of certain shares of the Registrant’s Series B 8% Convertible Preferred Stock, par value $0.01 per share, and Series C 8% Convertible Preferred Stock, par value $0.01 per share, for shares of Series D Preferred Stock; and the issuance of related warrants to purchase additional shares of the Registrant’s Common Stock; and (ii) approved and ratified the adoption of an amendment to the Registrant’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 to 210,000,000.

On December 19, 2008, following the Special Meeting, the Registrant filed a Certificate of Amendment of its Certificate of Incorporation in order to increase the authorized number of shares of the Registrant’s Common Stock, from 150,000,000 shares of Common Stock to 210,000,000 shares of Common Stock.

A copy of the Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, is attached hereto as Exhibit 3.01.

Item 8.01 Other Events.

On December 22, 2008, the Registrant issued a press release announcing the actions taken by the stockholders at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

a) Not applicable.

b) Not applicable.

c) Not applicable.

d) Exhibits

Exhibit No.		Exhibit

3.01		Certificate of Amendment of the Certificate of Incorporation of Elite Pharmaceuticals, Inc., as filed on December 19, 2008, with the Secretary of State of the State of Delaware.

99.1		Press Release, dated December 22, 2008.

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: December 23, 2008

	ELITE PHARMACEUTICALS, INC.

	By:	/s/ Chris Dick
		Name:	Chris Dick
		Title:	Acting Chief Executive Officer and Chief
			Operating Officer

Exhibit 3.1

C ERTIFICATE OF A MENDMENT
OF
C ERTIFICATE OF I NCORPORATION
OF
E LITE P HARMACEUTICALS , I NC .

E LITE P HARMACEUTICALS , I NC ., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify as follows:

F IRST : The Board of Directors of the Corporation, by vote, adopted the following resolution setting forth the amendment to the Certificate of Incorporation of the Corporation as filed on October 1, 1997, as amended on October 24, 1997, further amended on March 30, 1998, as further amended on June 1, 1998, as further amended on July 26, 2004, and as further amended on June 26, 2008:

R ESOLVED , that the Board of Directors deems it in the best interest of the Corporation to amend the Certificate of Incorporation of the Corporation, as amended (the “ Certificate of Incorporation ”), by deleting Article Fourth of the Certificate of Incorporation in its entirety and replacing it with the following:

“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Fifteen Million (215,000,000) shares, consisting of Five Million (5,000,000) shares of Preferred Stock, par value $0.01 per share, and Two Hundred Ten Million (210,000,000) shares of Common Stock, par value of $0.01 per share.

Subject to the provisions of Section 151 of the General Corporation Law, the Board of Directors or any authorized committee thereof of the Corporation is authorized to issue the shares of Preferred Stock in one or more series and determine the number of shares constituting each such series, the voting powers of shares of each such series and the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions as set forth in a resolution or resolutions of the Board of Directors.”

S ECOND : That the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon, and the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, were given written notice of the proposed amendment to the Certificate of Incorporation and voted in favor of the adoption of the amendment to the Certificate of Incorporation.

T HIRD : That said amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

I N W ITNESS W HEREOF , Elite Pharmaceuticals, Inc. has caused this certificate to be signed by its Acting Chief Executive Officer as of December 19, 2008.

/s/ Chris Dick
Chris Dick
Acting Chief Executive Officer and Chief
Operating Officer

-2-

Exhibit 99.1

ELITE ANNOUNCES APPROVAL OF ALL PROPOSALS AT SPECIAL MEETING OF THE
STOCKHOLDERS

NORTHVALE, N.J. – December 22, 2008 – On December 19, 2008, Elite Pharmaceuticals, Inc. ("Elite" or the “Company") (NYSE Alternext US: ELI) held a Special Meeting of the Stockholders of the Company (the “Special Meeting”). At the Special Meeting, the stockholders took the following actions: (i) approved and ratified the sale of up to 30,000 shares of the Company’s Series D 8% Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”); the exchange of certain shares of the Company’s Series B 8% Convertible Preferred Stock, par value $0.01 per share, and Series C 8% Convertible Preferred Stock, par value $0.01 per share, for shares of Series D Preferred Stock; and the issuance of related warrants to purchase additional shares of the Company’s Common Stock; and (ii) approved and ratified the adoption of an amendment to the Registrant’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 to 210,000,000. A portion of the Company’s Series D Preferred Stock was issued by the Company in connection with its September 15, 2008 securities offering.

About Elite Pharmaceuticals, Inc.

Elite Pharmaceuticals, Inc. develops oral sustained and controlled release products. The Company's strategy includes assisting partner companies in the life cycle management of products to improve off-patent drug products and developing generic versions of controlled release drug products with high barriers to entry. Two of the company’s products, Lodrane 24® and Lodrane 24D®, are marketed by a partner, ECR Pharmaceuticals, for allergy treatment. The company’s lead pipeline products are novel sustained release oral formulations of oxycodone for the treatment of chronic pain, which address two of the limitations of existing oral opioids: the provision of consistent relief of baseline pain levels and deterrence of potential abuse. Both products, ELI-216, a once-daily abuse resistant oxycodone, and ELI-154, a once-daily oxycodone, are in late-stage development. Elite, with partners, also has an ANDA filed with the FDA for a generic equivalent of a narcotic analgesic drug product and a generic gastrointestinal drug product in clinical development. Elite operates 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 the Company, 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 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:
For Elite Pharmaceuticals, Inc.
Dianne Will, Investor Relations, 518-398-6222
Dianne@elitepharma.com
www.elitepharma.com