ELTP Elite Pharmaceuticals Inc (QB)

 

 

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

 

May 21, 2014

Date of Report (Date of earliest event reported)

 

ELITE PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

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

 

165 Ludlow Avenue, Northvale NJ 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 (see General Instruction A.2. below):

 

¨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 5.07.

Submission of Matters to a Vote of Security Holders.

 

The Company’s 2014 Annual Meeting of Shareholders was held on May 21, 2014. The requisite quorum for the meeting of 50% was present. At the meeting, Shareholders voted as follows:

 

Proposal 1: The Shareholders elected (a) two Class I directors to an initial one-year term expiring at the 2015 annual meeting, (b) two Class II directors to an initial two-year term expiring at the 2016 annual meeting and (c) two Class III directors to an initial three-year term expiring at the 2017 annual meeting. The final voting results with respect to the six directors so elected to the Company’s board (with the class of each director set forth next to his respective name) were as follows:

 

Nominees		For				Withheld				Broker Non-Votes
Jerry Treppel, Class I			441,851,350				7,663,663				182,843,336
Jeenarine Narine, Class I			441,289,806				8,225,207				182,843,336
Barry Dash, Ph.D., Class II			442,788,891				6,726,122				182,843,336
Ashok Nigalaye, Ph.D., Class II			441,674,474				7,840,539				182,843,336
Nasrat Hakim, Class III			443,673,996				5,841,017				182,843,336
Jeffrey Whitnell, Class III			443,805,493				5,709,520				182,843,336

 

Proposal 2: The Shareholders approved the amendment of our Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 690,000,000 shares to 995,000,000 shares. The final voting results with respect to this Proposal were as follows:

 

For				Against				Abstain				Broker Non-Votes
	607,566,655				21,894,995				641,293				2,255,406

 

Proposal 3: The Shareholders ratified the appointment of Demetrius Berkower, LLC as our independent registered public accounting firm for the fiscal year ending March 31, 2014. The final voting results with respect to this Proposal were as follows:

 

For				Against				Abstain				Broker Non-Votes
	619,345,924				9,144,963				3,867,462				-

 

Proposal 4: The Shareholders approved, on a non-binding advisory basis, the executive compensations of the Company’s named executive officers as described in the Proxy Statement. The final voting results with respect to this Proposal were as follows:

 

For				Against				Abstain				Broker Non-Votes
	430,783,769				12,185,101				6,546,143				182,843,336

 

 

Proposal 5: The Shareholders recommended, on a non-binding advisory basis, the option of “every three years” with respect to the frequency of Shareholder advisory votes on executive compensation. The final voting results with respect to this Proposal were as follows:

 

3 years				2 years				1 year				Abstain				Broker Non-Votes
	414,015,867				9,060,071				17,324,960				9,114,115				182,843,336

 

Proposal 6: The Shareholders approved Elite Pharmaceutical’s 2014 Equity Incentive Plan. The final voting results with respect to this Proposal were as follows:

 

For				Against				Abstain				Broker Non-Votes
	434,619,494				9,636,165				5,259,354				182,843,336

 

After reviewing the results for Proposal No. 5, the Company’s Board has determined to take the recommendation of Shareholders and to obtain the Shareholder advisory vote on executive compensation, every three years.

 

For more information, please see the May 23, 2014 press release furnished as exhibit 99.1 to this report.

 

Item 9.01.

Financial Statements and Exhibits.

 

The following exhibits are filed with this Current Report on Form 8-K:

 

	(d) Exhibits:
	3.1		Amended to the Articles of Incorporation of Elite Pharmaceuticals, Inc., filed with the Secretary of State of the State of Nevada on May 23, 2014
	99.1		Press release dated May 23, 2014

 

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: May 23, 2014	ELITE PHARMACEUTICALS, INC.
	By:	/s/ Nasrat Hakim
		Nasrat Hakim
		Chief Executive Officer

 

 

 

	ROSS MILLER
	Secretary of State	Exhibit 3.1
	204 North Carson Street, Suite 1
	Carson City, Nevada 89701-4520
	(775) 684-5708
	Website: www.nvsos.gov

 

Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)

 

USE BLACK INK ONLY ·DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Amendment to Articles of
Incorporation For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

1.

Name of corporation :

 

ELITE PHARMACEUTICALS, INC.

 

2.

The articles have been amended as follows: (provide article numbers, if available)

 

The beginning of Article IV, Section 4.1 is amended and, as amended, reads as follows: "4.1.          Authorized Capital Stock.  The aggregate number of shares which this Corporation shall have authority to issue is Nine Hundred Ninety Five Million Fifteen Thousand (995,015,000) shares, consisting of (a) Nine Hundred Ninety Five Million, (995,000,000) shares of Common Stock, par value $0.001 per share (the “Common Stock”) and (b) Fifteen Thousand, (15,000) shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided.  A description of the classes of shares and a statement of the number of shares in each class and the relative rights, voting power, and preferences granted to and restrictions imposed upon the shares of each class are as follows:"

 

3.      The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power , or such greater proportion of the voting power as may be required in the case of a vote by classes or series , or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 607,566,655 

			______________
4.	Effective date and time of filing : (optional)	Date:	Time:

(must not be later than 90 days after the certificate is filed)

 

5.

Signature: (required)

 

x

s/ Nasrat Hakim

Signature of Officer

 

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof .

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected

	Nevada Secretary or State Amend Profit-After
This form must be accompanied by appropriate fees	Revised: 11-27-13

 

 

Exhibit 99.1

 

ELITE PHARMACEUTICALS ANNOUNCES RESULTS OF 2014 ANNUAL MEETING OF SHAREHOLDERS

 

NORTHVALE, N.J. – May 23, 2014 – Elite Pharmaceuticals, Inc. ("Elite" or the “Company") ("Elite”) (OTCBB: ELTP) today announced the voting results of matters considered during the Company’s annual meeting of shareholders held on May 21, 2014. Of the shares entitled to vote at this meeting, 89.18% shares were voted for this meeting.

 

Shareholders elected the six board of director nominees, approved the Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue, ratified the appointment of the Company’s independent accounting firm, approved a management advisory proposal on compensation of named executive offices, recommended that the Company seek advisory vote on executive compensation every three years and approved the Company’s 2014 Equity Incentive Plan.

 

“As steward of our Company, my primary focus is to achieve long-term company growth through prudent execution of strong and effective business strategies. With the support we have received from our shareholders, we are now in a position to continue with the execution of the business strategies we have in place,” said Nasrat Hakim, Elite’s President and CEO. “Following the results of the vote, I wish to thank each of our shareholders who participated in the very important process of voting of their shares and in their overwhelming support of the Company. I am grateful for the vote of confidence Elite’s management has received from our shareholders.”

 

Final voting results will be included in Form 8-K to be filed today.

 

About Elite Pharmaceuticals, Inc.

Elite Pharmaceuticals, Inc. develops oral sustained and controlled release products. Elite has seven commercial products currently being sold, eleven additional approved products pending manufacturing site transfer and two additional products under review pending approval by the FDA. Elite’s lead pipeline products include abuse resistant opioids utilizing the Company’s patented proprietary technology and include sustained release oral formulations of opioids 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. Elite also provides contract manufacturing for Ascend Laboratories (a subsidiary of Alkem Laboratories Ltd.) and has partnered with Epic Pharma for the manufacturing and distribution of eleven approved products pending manufacturing site, with Hi-Tech Pharmacal to develop an intermediate for a generic product, and a Hong Kong based company to develop a branded product for the United States market and its territories. Elite operates a GMP and DEA registered facility for research, development, and manufacturing located in Northvale, NJ.

 

 

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Including those related to the effects, if any, on future results, performance or other expectations that may have some correlation to the subject matter of this press release, readers are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, its ability to obtain FDA approval of the transfers of the ANDAs or the timing of such approval process, delays, uncertainties, inability to obtain necessary ingredients and other factors not under the control of Elite, which may cause actual results, performance or achievements of Elite to be materially different from the results, performance or other expectations that may be implied by these forward-looking statements. These risks and other factors, including, without limitation, the Company’s ability to obtain sufficient funding under the LPC Agreement or from other sources, the timing or results of pending and future clinical trials, regulatory reviews and approvals by the Food and Drug Administration and other regulatory authorities, intellectual property protections and defenses, and the Company’s ability to operate as a going concern, are discussed in Elite's filings with the Securities and Exchange Commission, including its reports on forms 10-K, 10-Q and 8-K. Elite undertakes no obligation to update any forward-looking statements.

 

Contact:

Elite Pharmaceuticals, Inc.

Dianne Will, Investor Relations, 518-398-6222

Dianne@elitepharma.com