[REITLER BROWN & ROSENBLATT LLC LETTERHEAD]
May 2, 2008
Jeffrey Riedler
Assistant Director
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 0610
Washington, DC 20549
RE: ELITE PHARMACEUTICALS, INC.
PRELIMINARY PROXY STATEMENT FILED APRIL 29, 2008
FILE NO. 1-15697
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 Exchange Act of 1934, as amended (the "EXCHANGE ACT"), by
means of the Electronic Data Gathering, Analysis, and Retrieval system, the
Revised Preliminary Proxy Statement to the Preliminary Proxy Statement
originally filed on April 29, 2008 (File No. 1-15697) (the "PROXY") and a
separate acknowledgement letter from the Company. All capitalized terms used,
but not otherwise defined, herein shall have the respective definitions assigned
thereto in the Proxy.
We are in receipt of the letter, dated May 1, 2008 (the "COMMENT
LETTER"), from Jeffrey Riedler, Assistant Director, Division of Corporate
Finance of the Securities and Exchange Commission (the "COMMISSION"), addressed
to the Company. Set forth below is the response of the Company to the comment
set forth in the Comment Letter, numbered to correspond thereto.
1. The Company seeks to raise capital from time to time in the form of equity
financings. The Company has engaged a placement agent to assist in any capital
raises, however, the Company has not reached any definitive terms with respect
to any plan, commitment, arrangement, understanding or agreement, either oral or
written, regarding the issuance of Common Stock or securities convertible,
exchangeable or exercisable for shares of Common Stock, subsequent to the
increase in the number of available authorized shares of Common Stock. The
Company has revised the disclosure in the Proxy to reflect this response. Please
see page 8 of the Proxy.
Securities and Exchange Commission
May 2, 2008
Re: Elite Pharmaceuticals, Inc.
Page 2 of 2
Please contact me at (212) 209-3040 if you have any questions. Thank
you for your assistance with this matter.
Sincerely,
/s/ Scott H. Rosenblatt
Scott H. Rosenblatt
cc: John L. Krug, Esq.
Suzanne Hayes, Esq.
Bernard Berk
Mark Gittelman
ELITE PHARMACEUTICALS, INC.
165 LUDLOW AVENUE
NORTHVALE, NJ 07647
May 2, 2008
AS FILED ON EDGAR AND
VIA OVERNIGHT COURIER
Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Mail Stop 6010
Attn: Jeffrey Riedler
RE: ELITE PHARMACEUTICALS, INC.
PRELIMINARY PROXY STATEMENT FILED APRIL 29, 2008
FILE NO. 1-15697
Dear Mr. Riedler:
On behalf of Elite Pharmaceuticals, Inc., a Delaware corporation ("Company"),
please be informed that the undersigned has received and read your letter, dated
May 1, 2008, with regard to the Preliminary Proxy Statement filed April 29, 2008
with the Securities and Exchange Commission (the "COMMISSION").
The Company hereby acknowledges, that:
o the Company is responsible for the adequacy and accuracy of the disclosure
in the filing;
o 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
o the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws
of the United States.
Of course, if you should require any additional information or clarification,
please do not hesitate to contact the undersigned at the telephone number given
above.
Your assistance in this matter is greatly appreciated.
Sincerely,
ELITE PHARMACEUTICALS, INC.
By: /s/ Mark Gittelman
----------------------
Name: Mark Gittelman
Title: Chief Financial Officer