January 14, 2008
Jeffrey Riedler
Assistant Director
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Mail Stop 6010
Washington, DC 20549
RE: ELITE PHARMACEUTICALS, INC.
PRE-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-3
FILED AUGUST 16, 2007
FILE NO. 333-145502
Dear Mr. Riedler:
On behalf of our client, Elite Pharmaceuticals, Inc., a Delaware
corporation (the "COMPANY"), we transmit simultaneously herewith for filing
under the Securities Act of 1933, as amended (the "EXCHANGE ACT"), by means of
the Electronic Data Gathering, Analysis, and Retrieval system, Pre-Effective
Amendment No. 2 ("AMENDMENT NO. 2") to Registration Statement on Form S-3 (File
No. 333-145502) (the "REGISTRATION STATEMENT"), together with certain exhibits
thereto. All capitalized terms used, but not otherwise defined, herein shall
have the respective definitions assigned thereto in Amendment No. 2.
We are in receipt of the letter, dated January 10, 2008 (the "COMMENT
LETTER"), from Jeffrey Riedler, Assistant Director, Division of Corporate
Finance of the Securities and Exchange Commission, with respect to the
Registration Statement. Set forth below are the comments of the staff set forth
in the Comment Letter (in italics), together with the responses of the Company
to such comments, numbered to correspond to the numbering in the Comment Letter.
COMMENT
NUMBER PAGE COMMENT AND RESPONSE
- ------- ---- --------------------
1. 18 WE NOTE THAT THERE IS NO REFERENCE TO FOOTNOTE 1 IN THE
TABLE. PLEASE REVISE ACCORDINGLY.
The Company has revised the text preceding the table, in
the first sentence under the heading "POTENTIAL PAYMENTS
REQUIRED DURING INITIAL YEAR", to make reference to
footnote 1 since there is no suitable place in the table
itself to make reference to the footnote.
2. 19 PLEASE REVISE FOOTNOTE 2 ON PAGE 19 TO STATE THAT THE
DIVIDEND PAYMENTS ON THE STOCK WILL INCREASE TO 15% PER
ANNUM ON APRIL 24, 2009.
Page 2 of 3
COMMENT
NUMBER PAGE COMMENT AND RESPONSE
- ------- ---- --------------------
The requested revision has been made.
3. 20 IT APPEARS FROM YOUR DISCLOSURE ON PAGE 15 AND IN
FOOTNOTE 3 ON PAGE 20 THAT THE COMPANY IS CURRENTLY
INCURRING LIQUIDATED DAMAGES. PLEASE REVISE FOOTNOTES 3,
4 AND 5 ON PAGE 20 TO ALSO STATE THE AMOUNT OF
LIQUIDATED DAMAGES WHICH YOU HAVE INCURRED TO DATE.
The requested revisions have been made.
4. 22 WE NOTE YOUR RESPONSE TO COMMENT 3. PLEASE REVISE THE
TABLE ON PAGE 22 TO INCLUDE A COLUMN DISCLOSING THE
TOTAL POSSIBLE DISCOUNT TO THE MARKET PRICE AS OF THE
DATE OF THE SALE OF THE PREFERRED STOCK AND WARRANTS,
CALCULATED BY SUBTRACTING THE TOTAL CONVERSION/EXERCISE
PRICE ON THE DATE OF THE SALE OF PREFERRED WARRANTS FROM
THE COMBINED MARKET PRICE OF THE TOTAL NUMBER OF SHARES
UNDERLYING THE PREFERRED STOCK AND WARRANTS ON THAT
DATE.
The Company notes that a column containing the requested
disclosure already appeared in the table under the
heading "TOTAL POSSIBLE DISCOUNT TO THE MARKET PRICE".
The Company has revised the heading of said column to
read "TOTAL POSSIBLE DISCOUNT TO THE MARKET PRICE OF THE
SERIES C PREFERRED STOCK AND WARRANTS AS OF THE DATE OF
SALE" in order to be more responsive to your comment.
5. 23 WE NOTE YOUR RESPONSE TO COMMENT 4. PLEASE REVISE THE
TABLE ON PAGE 23 TO DISCLOSE THE SHARES ISSUABLE, MARKET
PRICE AND TOTAL POSSIBLE PROFIT RELATING TO OTHER
WARRANTS, OPTIONS, NOTES, OR OTHER SECURITIES OF THE
ISSUER HELD BY THE SELLING SHAREHOLDERS, AS OPPOSED TO
INCLUDING THE SHARES BEING REGISTERED IN THIS OFFERING.
The Company has revised the table to remove all columns
containing disclosures related to the shares being
registered in this offering and revised all headings
referencing Series B Preferred Stock and warrants to
instead reference "OTHER WARRANTS, OPTIONS, NOTES, OR
SECURITIES OF THE COMPANY HELD". The Company has amended
the footnotes accordingly.
6. 27 PLEASE REVISE THE HEADING OF THE THIRD COLUMN IN THE
TABLE ON PAGE 27 WHICH CURRENTLY STATES "WET PROCEEDS"
TO STATE "NET PROCEEDS TO COMPANY".
The requested revision has been made.
Please contact the undersigned if we may be of assistance.
Sincerely,
Scott H. Rosenblatt
cc: Jennifer Riegel, Esq.
Bernard Berk
Mitchell Rubin