SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ELITE PHARMACEUTICALS, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
................................................................................
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment Filing Fee (Check the appropriate box):
[X] No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
N/A
................................................................................
4) Proposed maximum aggregate value of transaction:
N/A
................................................................................
5) Total fee paid:
N/A
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing:
1) Amount Previously Paid:
N/A
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2) Form, Schedule or Registration Statement No.:
N/A
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3) Filing Party:
N/A
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4) Date Filed:
N/A
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ELITE PHARMACEUTICALS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 2, 1999
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The 1999 annual meeting of the shareholders of Elite Pharmaceuticals,
Inc. ("the Company") will be held at the principal executive offices of the
Company, located at 165 Ludlow Ave. Northvale, New Jersey 07647 at 4:00 P.M. on
Thursday, September 2, 1999, for the following purposes:
(1) To elect three directors to serve until the next annual meeting of
the shareholders and until their successors shall be elected and shall
qualify.
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on August 2, 1999, has been fixed as the record
date for the determination of the shareholders entitled to notice of and to vote
at said meeting.
Management hopes all shareholders can attend this meeting. Whether or
not you expect to be present, you are requested to date and sign the enclosed
proxy and return it promptly in the enclosed envelope. The proxy will be
returned to any shareholder who attends the meeting and requests such return.
By order of the Board of Directors
\s\ Mark Gittelman
Mark Gittelman
Treasurer, Elite Pharmaceuticals, Inc.
August 2, 1999
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You are urged to complete, date and sign the enclosed proxy page and
return it promptly to the transfer agent of the company, Jersey Transfer
and Trust Company at 201 Bloomfield Avenue Verona, NJ 07044,
attention Howard Manger, whether or not you are planning to attend the
meeting in person. The proxy may be revoked by you at any time prior to
exercise, and if you are present at the meeting you may, if you wish, revoke
your proxy at that time and exercise your right to vote your shares
personally.
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8
1
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PROXY STATEMENT
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Annual Meeting of the
Shareholders of Elite Pharmaceuticals, Inc.
to be held September 2, 1999
SOLICITATION AND REVOCATION OF APPOINTMENT OF PROXY
The enclosed appointment of proxy is solicited by the Board of
Directors of Elite Pharmaceuticals, Inc. ("the Company"). It is revocable upon
receipt of written notice of revocation by the Secretary of the Company at any
time before it is exercised. If the enclosed appointment of proxy is signed and
returned, the shares covered by the appointment will be voted at the meeting
(and all adjourned sessions).
The cost of soliciting appointments of proxy will be borne by the
Company, and such costs are not expected to exceed an amount normally expended
for a solicitation for an election of directors in the absence of a contest and
costs represented by salaries and wages of regular employees and officers, who
will carry out any solicitations to be made, which amount is not expected to
exceed $1,000.00.
The mailing address of the principal executive offices of the Company
is:
Elite Pharmaceuticals, Inc.
165 Ludlow Ave.
Northvale, New Jersey 07647
The approximate date on which the proxy statements and proxy cards are
first sent or given to shareholders is August 5, 1999.
VOTING RIGHTS
The holders of stock of the Company on August 2, 1999, are the only
shareholders entitled to notice of and to vote at the annual meeting of
shareholders on September 2, 1999, and at any adjournments thereof. On August 2,
1999, (the record date) there were 8,512,615 shares of stock outstanding and
entitled to vote. Each share of stock is entitled to one vote.
VOTING PROCEDURES
If a majority of the shares of the Company issued and outstanding are
present at the meeting in person or by proxy, a quorum will exist.
Each shareholder entitled to vote shall have the right to cast one vote
per share outstanding in the name of such shareholder (a) on the motion before
the body or (b) as to election of directors, for as many persons as there are
directors to be elected. For a motion to pass, the votes cast in favor of the
motion must exceed the votes cast against the motion. Directors are elected by a
plurality of the votes cast; the nominees with the largest number of votes will
be elected up to the maximum number of directors to be elected.
Votes by proxy will be tabulated by Jersey Transfer & Trust Company,
the stock transfer agent for the Company. The votes by proxy will be cast at the
meeting by the proxy holders. Any shareholder may vote in person at the meeting
if no appointment of proxy has been made or if the appointment is revoked. Votes
will be tabulated by the secretary of the Company.
Under Delaware law and under the articles of incorporation and bylaws
of the Company, abstentions and broker non-votes have no effect since a majority
of the votes cast will carry a motion and directors are elected by a plurality
of the votes cast.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
Voting Common Atul M. Mehta, Director/Officer 2,332,814(2) 29.6%
165 Ludlow Avenue
Northvale, New Jersey 07647
Voting Common John de Neufville, Trustee 925,000(3) 12.7%
Margaret deNeufville Revocable Trust
197 Meister Avenue
North Branch, NJ 08876
Voting Common Bakul and Dilip Mehta 630,000 8.7%
P.O. Box 438
Muscat, Sultanate of Oman
Voting Common Bridge Ventures, Inc. 535,918 (4) 7.2%
575 Lexington Avenue, Ste. 410
New York, NY 10022
Voting Common Vijay Patel 441,036(5) 6.0%
19139 Pebble Court
Woodbridge, CA 95258
Voting Common Barri M. Blauvelt, Director 300,000(6) 4.1%
175 Cherry Lane
Amherst, MA 01022
Voting Common John W. Jackson, Director 125,000(7) 1.7%
32 Gregory Lane
Warren, NJ 07059
Voting Common Mark Gittelman 10,000(8) <1%
300 Colfax Ave
Clifton, NJ 07013
Voting Common Michael Freedman 5,000(9) <1%
381 Park Avenue S, 16th Floor
New York, NY 10016
Voting Common Donald Pearson 18,750(10) <1%
530 Forest Pkwy # A
Forest Park, GA 30297
Voting Common Officers and Directors as a Group 2,772,814(11) 36.4%
Voting Common All Officers and Director Nominees 2,366,564(12) 30.6%
as a group
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares of Common Stock which such person has the
right to acquire within 60 days of August 2, 1999. For purposes of computing the
percentage of outstanding shares of Common Stock held by each person or group of
persons named above, any security which such person or persons has or have the
right to acquire within such date is deemed to be outstanding but is not deemed
to be outstanding for the purpose of computing the percentage ownership of any
other person. Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the Company believes based on information
supplied by such persons, that the persons named in this table have sole voting
and investment power with respect to all shares of Common Stock which they
beneficially own.
(2) Includes (i) 6,300 shares held by Dr. Mehta C/F Amar Mehta; (ii) 6,300
shares held by Dr. Mehta C/F Anand Mehta; and (iii) options to purchase 745,214
shares of Common Stock.
(3) Represents (i) 900,000 shares of Common Stock held by the Margaret de
Neufville Revocable Trust, of which Mr. de Neufville is Trustee, and (ii)
options held by Mr. de Neufville to purchase 25,000 shares of Common Stock
(4) Includes (i) 20,823 shares owned by SMACs Holding Company, an Affiliate of
Bridge Ventures, Inc., (ii) 55,000 shares owned by the Bridge Ventures, Inc.
defined benefit plan and (iii) warrants to purchase 380,750 shares of Common
Stock held by Bridge Ventures, Inc.
(5) Includes options to purchase 18,750 shares of Common Stock and
warrants to purchase 117,286 shares of Common Stock.
(6) Includes (i) 10,000 shares of Common Stock held by G.C. and Barri Blauvelt
C/F Heather Blauvelt; (ii) 10,000 shares held by G.C. and Barri Blauvelt C/F
Meghaan Blauvelt; (iii) 10,000 shares held by G.C. and Barri Blauvelt C/F Chris
Blauvelt; and (iv) options to purchase 125,000 shares of Common Stock.
(7) Represents options to purchase 125,000 shares of Common Stock.
(8) Represents options to purchase 10,000 shares of Common Stock.
(9) Represents options to purchase 5,000 shares of Common Stock.
(10) Represents options to purchase 18,750 shares of Common Stock.
(11) Includes options to purchase 1,010,214 shares of Common Stock.
(12) Includes options to purchase 778,964 shares of Common Stock.
The Company is informed and believes that as of August 2, 1999, Cede &
Co. held 1,105,941 shares of the Company's stock as nominee for Depository Trust
Company, 55 Water Street, New York, New York 10004, that Cede & Co. and
Depository Trust Company both disclaim any beneficial ownership thereof, and
that such shares are held for the account of numerous other persons, no one of
whom is believed to beneficially own five percent or more of the common stock of
the Company.
DIRECTORS AND EXECUTIVE OFFICERS
The current directors and executive officers of the Elite Pharmaceuticals and
Elite Labs are identical, and are:
Name Age Position
Atul M. Mehta 50 President, Chief Executive Officer and Director
Barri M. Blauvelt 45 Director
John W. Jackson 54 Director
Mark Gittelman 39 Treasurer
Michael Freedman 36 Secretary
Dr. Mehta has been employed as the President of Elite Labs since he
founded it in 1990, and President of Elite Pharmaceuticals since 1997. He has
been a director of Elite Labs since its inception in 1990, and a director of
Elite Pharmaceuticals since 1997. Other than Elite Labs, no company with which
Dr. Mehta was affiliated in the past was a parent, subsidiary or other affiliate
of the Company.
Ms. Blauvelt, Director of Elite, has been employed since 1983 as the
Chief Executive Officer of Innovara, Inc., a company engaged in pharmaceutical
marketing and management. She has served as a director of Elite Labs since 1992,
and as a director of Elite Pharmaceuticals since 1997. Other than Elite Labs, no
company with which Ms. Blauvelt was affiliated in the past was a parent,
subsidiary or other affiliate of the Company.
Mr. Jackson, Director of Elite, has been employed since 1996 as
Chairman and CEO of Celgene Corporation (a reporting company under the
Securities Exchange Act (Nasdaq:CELG)), a company engaged in small molecule
chemistry. From 1991 to 1996 he was President of Gemini Medical, a company that
consulted to medical companies, inventors and investors. He has served as a
director of Elite Labs since 1995, and as a director of Elite Pharmaceuticals
since 1997. Other than Elite Labs, no company with which Mr. Jackson was
affiliated in the past was a parent, subsidiary or other affiliate of the
Company.
Mr. Gittelman, CPA, Treasurer of Elite, is the President of Gittelman &
Co., P.C., an accounting firm, and has been so employed since 1984. He has
served as the Treasurer of Elite Pharmaceuticals since 1998. Other than Elite
Labs, no company with which Mr. Gittelman was affiliated in the past was a
parent, subsidiary or other affiliate of the Company.
Mr. Freedman, Secretary of Elite, is an associate with the law firm
of Silverman, Collura, Chernis and Balzano, P.C. He has served as the
Secretary of Elite Pharmaceuticals since 1997.
The Board of Directors of the Company has no standing committees. The
Board has no nominating committee. There are no arrangements between any
director or executive officer and any other person, pursuant to which the
director or officer is to be selected as such. There is no family relationship
between the directors, executive officers, or persons nominated or chosen by the
Company to become directors or executive officers
All directors of the Company are serving until the next annual meeting
of shareholders and until their successors have been duly elected and qualified.
All executive officers of the Company are serving until the next annual meeting
of directors and until their successors have been duly elected and qualified.
Although the Board of Directors did not have any physical meetings
during the fiscal year ending March 31, 1999, they had numerous telephone
meetings. As permitted by applicable law, the Directors often acted by written
consent, describing the particular actions to be taken. In addition, the
president met with each of the other directors in person at several times during
the year.
ELECTION OF DIRECTORS
Three directors are to be elected at the annual meeting of shareholders
to be held on September 2, 1999. Directors are to be elected to serve until the
next annual meeting of shareholders and until their successors shall be elected
and shall qualify. The enclosed proxy will be voted in favor of the election of
the following nominees as directors:
Name Title Age
Atul M. Mehta Director 50
Donald Pearson Director 64
Harmon Aronson Director 56
Mr. Pearson, nominee for Director, has been employed since 1997 as the
President of Pearson & Associates, Inc., a company that provides consulting
services to the pharmaceutical industry. Prior to starting Pearson & Associates,
Mr. Pearson served for five years as the Director of Licensing at Elan
Pharmaceuticals, and prior to that he was employed by Warner-Lambert for thirty
years in various marketing, business development and licensing capacities. Mr.
Pearson holds a B.S. in Chemistry from the University of Arkansas, and studied
steroid chemistry at St. John's Univeristy. He has served on the informal
advisory board of Elite Labs for several years; other than Elite Labs, no
company with which Dr. Aronson was affiliated in the past was a parent,
subsidiary or other affiliate of the Company.
Dr. Aronson, nominee for Director has been employed since 1997 as the
President of Aronson Kaufman Associates, Inc. a New Jersey-based consulting firm
that provides manufacturing, FDA regulatory and compliance services to the
pharmaceutical and biotechnology companies. Its clients include US and
international firms manufacturing bulk drugs and finished pharmaceutical dosage
products who are seeking FDA approval for their products for the US Market.
Prior to that, Dr. Aronson was employed by Biocraft Laboratories, a leading
generic drug manufacturer, most recently in the position of Vice President of
Quality Management; prior to that he held the position of Non-Antibiotic
Operations, where he was responsible for the manufacturing of all the firms's
non-antibiotic products. Dr. Aronson holds a Ph.D. in Physics from the
University of Chicago. He has served on the informal advisory board of Elite
Labs for several years; other than Elite Labs, no company with which Dr. Aronson
was affiliated in the past was a parent, subsidiary or other affiliate of the
Company.
Due to personal time commitments Ms. Blauvelt and Mr. Jackson have
chosen not to stand for re-election as directors, although Ms. Blauvelt has
agreed to serve on the Company's informal advisory board. The Company is
appreciative of their dedication and assistance over the past years.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Elite Laboratories, Inc. is a party to a three-year Consulting
Agreement entered into with Bridge Ventures, Inc. ("Bridge") on August 1, 1997,
under which Bridge provides the company with marketing and management consulting
services. Under the terms of the Consulting Agreement, ELI pays Bridge the sum
of $10,000 per month and reimburses Bridge for all out-of-pocket expenses
incurred on behalf of Elite Labs. Bridge is an owner of at least five percent of
the Elite Pharmaceuticals' Common Stock, as described in more detail in the
section entitled Security Ownership of Certain Beneficial Owners and Management.
Elite Pharmaceuticals, Inc. is a party to an agreement whereby fees are
paid to a company wholly owned by Mark Gittelman, the Company's Treasurer, in
consideration for services rendered by Mr. Gittelman in his capacity as
Treasurer. For the years ended March 31, 1999 and 1998, the fees paid to that
company were $50,414 and $18,338, respectively.
For the year ending March 31, 1999, the Company paid consulting fees of
$36,092 to Aronson & Kaufman, a company of which Harmon Aronson is President and
an owner. For the year ending March 31, 1999, the Company paid consulting fees
of $16,000 to Pearson & Associates, a company of which Donald Pearson is
President and an owner.
Other than as described above, the Company is not (and has not been in
the last two years) a party to any transaction in which any of the persons
described in Reg. Sec. 228.404(a) has or had a direct or indirect material
interest.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the registrant under Rule 16a-3(e) during the most recent fiscal
year and Form 5 and amendments thereto furnished to the registrant with respect
to its most recent fiscal year, the Company is unaware of any person who during
the fiscal year was an officer, director, or beneficial owner of more than ten
percent of any class of equity securities of the registrant that failed to file
on a timely basis reports required by Section 16(a) of the Exchange Act during
the most recent fiscal year or prior fiscal years, and knows of no reports that
were not reported on a timely basis.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
All plan and non-plan compensation awarded to, earned by, or paid to
the President for the past three fiscal years is shown in the following table:
Summary Executive Compensation Table for years 1996, 1997 and 1998.
a b c d e f g h i
Name and Calendar Base Bonus Other Restricted Securities LTIP All other
principal Year(1) Salary(2) Annual stock Underlying payouts compen-
position Compen- awards options sation
sation
Atul M. Mehta 1998 $200,000 $20,000 $3,220 (3) -- 300,000 -- --
President 1997 $180,000 $0 $1,795 (3) -- 545,214(4) -- --
1996 $165,000 $0 $1,795 (3) -- 100,000 -- --
(1) Dr. Mehta's compensation is paid on a calendar year basis. The Company's
fiscal year is from April 1 through March 31. (2) In fiscal years 1998, 1998 and
1997, Dr. Mehta's salary was allocated 75% to research and development and 25%
to general administrative. (3) Represents use of a company car, and premiums on
life insurance Dr. Mehta's life for the benefit of his wife paid by the Company.
(4) 400,000 of the above options were initially to vest at the rate of 100,000
per year each year from 1996 through 2001; however, upon completion of the
Private Placement, they became 100% vested; the remaining 125,000 options were
initially to vest at the rate of 41,667 per year for each year from 1997 through
1999; however upon completion of the Private Placement, they became 100% vested.
Executive Option Grants Table for fiscal year ended March 31, 1999.
a b c d e
Number of Securities % Grant Represents Per-Share Exercise
Name Underlying Options of Options to Employees or Base Price Expiration date
Atul M. Mehta 300,000(1) 100% $7.00 12/31/03
(1) The number of securities underlying the options vest at the following rate:
Options to purchase 100,000 shares vest December 31, 1998; options to purchase
100,000 shares vest December 31, 1999; and options to purchase 100,000 shares
vest December 31, 2000;
Aggregated Executive Option Exercises and Fiscal Year End Option/SAR Value Table
for fiscal year ended March 31, 1999.
a b c d e
# of Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options/
at FY-End at FY-End
Name Shares Acquired Value Exercisable/ Exercisable/
on Exercise Realized Unexercisable(1) Unexercisable
Atul M. Mehta None $0 645,214/200,000 $2,822,811/875,000 (2)
(1) The number of securities underlying 520,000 options were initially shares
of Elite Labs, but under the terms of the 1997 Private Placement, they were
replaced with shares of Elite Pharmaceuticals.
(2) The shares are unregistered, and their market value is unknown and
uncalculable. However, the registered common stock of the Company is trading for
$4.375 per share as of July 22, 1999. Based on that price, the maximum amount
the shares of Common Stock could be worth is $4.375. It is on this hypothetical
value that the figure in column (e) is calculated. This figure may have no
relation to the actual value of the unexercised options.
Director Compensation for Fiscal Year Ending March 31, 1999
a b c d e f
Cash Compensation Security Grants
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Annual Consulting or Number Number of Securities
Name Retainer Fee Meeting Fees Other Fees of Shares Underlying Options
Barri M. Blauvelt $0 $1,000(1) $0 0 0
John W. Jackson $0 $1,000(1) $0 0 0
(1) Pursuant to a resolution of the Board of Directors of the company as of
February 11, 1998, under the terms of which all non-affiliated directors will
receive $1,000 as compensation for each meeting personally attended.
Employment Agreements and Termination of Employment Arrangements
The Company entered into an employment contract with Atul M. Mehta,
effective January 1, 1996. Pursuant to the employment agreement, as amended, Dr.
Mehta is employed full time as President and CEO of the company. The agreement
will remain in effect until December 31, 2000, and will then be renewed for an
additional five years unless notice is given by either party, in which case it
will be renewed for successive one year terms. Under the terms of the agreement,
Dr. Mehta agrees to devote a sufficient amount of his business time to
diligently perform his obligations. His base salary under the agreement is
$165,000 in calendar year 1996, $180,000 in calendar year 1997, $200,000 in
calendar year 1998, with a raise in 1999 and 2000 to be determined by the Board
of Directors, but not to be less than 5% of the preceding year's salary. (In
fiscal years 1998 and 1997, Dr. Mehta's salary was allocated 75% to research and
development and 25% to general administrative.) Under the agreement, Dr. Mehta
is entitled to a bonus equal to five percent of the net profits of the company;
to health insurance for him and his dependents; term life insurance in a minimum
amount of $300,000 for the benefit of his spouse or estate; and any benefits
provided to employees generally, including any incentive stock option plans. He
also became entitled to receive options on January 1 of each year beginning with
January 1, 1996 through January 1, 2001, to purchase 100,000 shares of Common
Stock at $2.00 per share; upon completion of the Private Placement effected by
the Company in 1997, all 500,000 options immediately vested. The agreement
provides that, in the event that Dr. Mehta loses his job as a result of a change
of control in the Company, he will be entitled to the present value of all
salary, bonuses and deferred compensation through the earlier of May 22, 2001 or
three years following his termination.
Dr. Mehta is required to refrain from competing with the Company
during the term of the Agreement.
DISCRETIONARY AUTHORITY
The proxy being solicited confers, and the holders of each proxy shall
have, discretionary authority to vote with respect to any of the following
matters:
(1) Matters which the persons making the solicitation do not know, a
reasonable time before the solicitation, are to be presented at the meeting.
(2) Approval of the minutes of the prior meeting but such approval
shall not amount to ratification of the action taken at that prior meeting.
(3) The election of any person to any office for which a bona fide
nominee is named in the proxy statement and such nominee is unable to serve or
for good cause will not serve.
(4) Any proposal omitted from the proxy statement and form of proxy
pursuant to Rule 14a-8 or Rule 14a-9 of the Rules of the Securities and Exchange
Commission.
(5) Matters incident to the conduct of the meeting.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors shall select the independent public accounting
firm for the Company each year at its annual meeting following the annual
meeting of shareholders. Therefore, no accounting firm is being recommended to
or selected at this annual meeting of shareholders. Miller Ellin & Company, New
York, New York, is the independent public accounting firm for the Company. It is
expected that a representative from Miller Ellin & Company will be present at
the annual shareholders meeting. That representative will have the opportunity
to make a statement if he desires to do so and is expected to be available to
respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Any proposals of shareholders intended to be presented at the 2000
annual meeting of the shareholders, now scheduled for July 28, 2000, must be
received by the Company for inclusion in the Company's proxy statement and form
of proxy relating to that meeting not later than June 1, 2000. Any such proposal
must be received at the principal executive offices of the Company.
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FORM 10-K
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THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
MARCH 31, 1999. SUCH REQUEST SHOULD BE DIRECTED TO ATUL M. MEHTA,
ELITE PHARMACEUTICALS, INC., 165 LUDLOW AVENUE, NORTHVALE,
NEW JERSEY 07607.
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ELITE PHARMACEUTICALS, INC.
APPOINTMENT OF PROXY
Annual Meeting of Shareholders, September 2, 1999
The undersigned shareholder hereby appoints Atul M. Mehta, President of
the Company, and Mark I. Gittelman, Treasurer of the Company, with full power of
substitution, the lawful attorneys, agents and proxies of the undersigned to
vote all shares of Elite Pharmaceuticals, Inc. held by the undersigned,
cumulatively or not cumulatively, with respect to the election of directors, at
the Annual Meeting of its shareholders to be held at 4:00 P.M. on September 2,
1999, at the executive offices of the Company in Northvale, New Jersey, and all
adjourned sessions thereof, with all the powers the undersigned would possess if
personally present at such meeting, and upon the following matters:
1. The election of the following persons who will be nominated to serve
as directors:
Atul M. Mehta, Ph.D Donald Pearson Harmon Aronson, Ph.D.
INSTRUCTIONS: You May Withhold Authority To Vote For Any Nominee By
Lining Through Or Otherwise Striking Out The Name Of Any Nominee. If You Execute
This Proxy In Such A Manner As Not To Withhold Authority To Vote For The
Election Of Any Nominee, This Proxy Shall Be Deemed To Grant Such Authority.
2. Such other business and matters as may be brought before the meeting
or any adjournments thereof, including any matters which are not known or
anticipated a reasonable time before the solicitation.
The shares represented by this proxy will be voted as directed by the
shareholder. If the person solicited specifies that authority to vote for a
nominee for director be withheld, the shares will be voted in accordance with
such specification. If no direction is given, the shares will be voted FOR all
nominees for director. To be voted, the proxy must be received prior to the
meeting.
This Appointment of Proxy Confers Upon the Holders Discretionary
Authority To Vote On The Matters Specified In The Proxy Statement Under The
Heading "Discretionary Authority."
This Appointment of Proxy is Solicited By The Board of Directors Of
The Company.
Dated: , 1999
Signature of Shareholder
(Please Sign exactly as name appears on this proxy.
Executors, Trustees, etc. should give full title).
Please return to:
Jersey Transfer and Trust Company
201 Bloomfield Avenue
Verona, NJ 07044
Attn: Howard Manger