UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 21, 2005
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Date of Report (Date of earliest event reported)
ELITE PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-45241 22-3542636
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
165 Ludlow Avenue, Northvale, New Jersey 07647
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(Address of principal executive offices)
(201) 750-2646
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(Registrant's telephone number, including area code)
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(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))
This Amendment No. 1 to the Form 8K, dated June 21, 2005 and filed with the
Securities and Exchange Commission (the "Commission") on June 27, 2005 (the
"Original Filing") is being filed for the purpose of amending Exhibit 10.1.
Except as indicated below and filed herewith, the exhibits listed below were
filed as exhibits to the Original Filing.
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 21, 2005, the Registrant entered into a Product
Development and Commercialization Agreement with IntelliPharmaCeutics Corp., a
specialty pharmaceutical company that develops generic controlled release drug
products. The agreement provides for the development and commercialization of a
controlled released AB rated generic product for certain gastric diseases by the
parties. The parties intend to develop all dose strengths of the product. The
Registrant is to share in the profits, if any from the sales of the drug. The
term is the agreement is for the longer of (i) a fifteen (15) year period from
the date the product is first commercially sold to a third party, or (ii) the
life of applicable patent(s), if any, whichever is longer. The agreement is
automatically renewable for 3-year periods unless terminated by either party by
providing the other party with twelve (12) months written notice prior to any
renewal period.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
a) Not applicable.
b) Not applicable.
c) Exhibits
10.1 Product Development and Commercialization Agreement, dated
as of June 21, 2005*
99.1. Copy of Press Release, dated June 22, 2005
* The Registrant has requested confidential treatment with respect to the
referenced exhibit. In the event that the Securities and Exchange Commission
should deny such request in whole or in part, such exhibit or the relevant
portions thereof shall be filed by amendment to this Current Report on Form 8-K.
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: September 6, 2005
ELITE PHARMACEUTICALS, INC.
By: /s/ Bernard Berk
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Name: Bernard Berk
Title: Chief Executive Office