SEC Comment Letter for ELITE PHARMACEUTICALS (ELTP) — May 20, 2008
ELITE PHARMACEUTICALS INC /NV/ (ELTP) (CIK 0001053369)
Date: May 20, 2008 · CIK: 0001053369 · Accession: 0000000000-08-025760
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 0610 May 20, 2008 Mr. Bernard Berk President and Chief Executive Officer Elite Pharmaceuticals, Inc. 165 Ludlow Avenue Northvale, New Jersey 07647 Re: Elite Pharmaceuticals, Inc. Preliminary proxy statement filed May 15, 2008 File No. 1-15697 Dear Mr. Berk: We have reviewed your filing solely with respect to the proposed amendment to your certificate of incorp oration with respect to how amendments that relate solely to the terms of outstanding preferred stock are e ffected and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal 3: Approval and ratifi cation of amendment to the cer tificate of incorporation to provide that holders of the company’s co mmon stock are not entitled to vote on any amendment to the certificate of incorporation (including any pr eferred stock certificate of designation) that relates solely to the term s of one or more outstanding series of our preferred stock if the holders of such a ffected series are en titled to vote on such amendment.
1. Please expand the discussion to include the loss of any rights of common shareholders and any potential negative consequences to common shareholders resulting from revisions that re late solely to preferred stock.
* * * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letter s greatly facilitate our review. Please understand that we may have additional commen ts after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact John L. Krug at (2 02) 551-3862, Senior Counsel, Suzanne Hayes, Branch Chief, at (202) 551-3675, or me at (202) 551-3715 if you have any questions. Sincerely, Jeffrey Riedler Assistant Director cc: Scott H. Rosenblatt, Esq. Reitler, Brown & Rosenblatt LLC 800 Third Avenue, 21 st Floor New York, New York 10022-7604
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Mail Stop 0610 May 20, 2008
Mr. Bernard Berk President and Chief Executive Officer Elite Pharmaceuticals, Inc. 165 Ludlow Avenue Northvale, New Jersey 07647 Re: Elite Pharmaceuticals, Inc. Preliminary proxy statement filed May 15, 2008 File No. 1-15697 Dear Mr. Berk:
We have reviewed your filing solely with respect to the proposed amendment to
your certificate of incorp oration with respect to how amendments that relate solely to the
terms of outstanding preferred stock are e ffected and have the following comments.
Where indicated, we think you should revise your document in response to these
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this
information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal 3: Approval and ratifi cation of amendment to the cer tificate of incorporation to
provide that holders of the company’s co mmon stock are not entitled to vote on any
amendment to the certificate of incorporation (including any pr eferred stock certificate of
designation) that relates solely to the term s of one or more outstanding series of our
preferred stock if the holders of such a ffected series are en titled to vote on such
amendment.
1. Please expand the discussion to include the loss of any rights of common
shareholders and any potential negative consequences to common shareholders
resulting from revisions that re late solely to preferred stock.
* * * * *
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover letter s greatly facilitate
our review. Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. You may contact John L. Krug at (2 02) 551-3862, Senior Counsel, Suzanne
Hayes, Branch Chief, at (202) 551-3675, or me at (202) 551-3715 if you have any
questions.
Sincerely, Jeffrey Riedler Assistant Director
cc: Scott H. Rosenblatt, Esq. Reitler, Brown & Rosenblatt LLC 800 Third Avenue, 21
st Floor
New York, New York 10022-7604