| Item 1. | Security and Issuer. |
The class of equity securities to which this statement on Schedule 13D relates is the Common Stock (the “Shares”) of Elite Pharmaceutical, Inc. (the “Issuer”), with its principal executive offices located at 165 Ludlow Avenue, Northvale, NJ 07647.
| Item 2. | Identity and Background. |
(a) This statement is being filed jointly by Trellus Management Company, LLC (“Trellus”), Trellus Partners, L.P., a Delaware limited partnership (“TPLP”), Trellus Partners, L.P. II, a Delaware limited partnership (“TPLPII”), Trellus Offshore Fund Limited, a Cayman Islands limited liability company (“TOF”), and Mr. Adam L. Usdan (each a “Reporting Person” and collectively, the “Reporting Persons”). Trellus is the investment adviser to TPLP, TPLPII, and TOF. Mr. Usdan is the controlling principal and Chief Investment Officer of Trellus.
(b) The addresses of the principal business and principal offices of each Reporting Person is 350 Madison Avenue, 9th Floor, New York, New York 10017.
(c) The principal business of Trellus is the offering of investment advisory services to various entities. The principal business of each of TPLP, TPLPII, and TOF is the investing in securities.
(d) None of the Reporting Persons has been, and none of their executive officers or directors has been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Mr. Anthony G. Miller is the Chief Financial Officer of Trellus. Mr. John W. Alderman is a principal of Trellus and a Portfolio Manager. The Reporting Persons have no executive officers other than Messrs. Usdan, Miller and Alderman. TOF has a Board of Directors and the remaining Reporting Persons do not have Boards of Directors. Mr. Miller has not been subject to any proceeding described in (e) above. Messrs. Usdan, Miller and Alderman are citizens of the United States.
| Item 3. | Source and Amount of Funds or Other Consideration |
Not applicable.
| Item 4. | Purpose of Transaction. |
The Reporting Persons do not have any present plans or proposals which relate to or would result in any of the following: (i) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (iii) any change in the present board of directors or management of the Issuer, (iv) any material change in the Issuer’s capitalization or divided policy, (v) any other material change in the Issuer’s business or capital structure, (vi) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (vii) causing a class of the Issuer’s securities to be deregistered or delisted, (viii) a class of equity securities of the Issuer becoming eligible for termination of registration or (ix) any action similar to any of those enumerated above.
| Item 5. | Interest in Securities of the Issuer. |
(a) Items 11 and 13 of the cover page for each Reporting Person is incorporated herein by reference. The calculations of the percentages in this Statement are based on the number of shares of Common Stock and preferred stock convertible into common shares as disclosed by the Issuer to the Reporting Persons.
(b) Items 7 - 10 of the cover page for each Reporting Person is incorporated herein by reference.
(c) During the past sixty days the Reporting Persons have engaged in the following transactions in the securities of the Issuer:
Between March 31, 2011 and May 25, 2011, the Reporting Persons sold 2,468,894 shares of Common Stock.
(d) Not applicable.
