================================================================================ 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 August 22, 2004 (Date of report) CARACO PHARMACEUTICAL LABORATORIES, LTD. ---------------------------------------- (Exact name of registrant as specified in its charter) Michigan 0-24676 38-2505723 ---------------------------------- ------------------------- --------------------- (State or other jurisdiction of (Commission file number) (I.R.S. employer incorporation) identification no.) 1150 Elijah McCoy Drive, Detroit, Michigan 48202 ------------------------------------------------ (Address of principal executive offices) (313) 871-8400 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (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: [ ] 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 140.14a-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 3.02. UNREGISTERED SALES OF EQUITY SECURITIES On each of August 22 and August 27, 2004 registrant issued 544,000 Series B preferred shares to Sun Pharma Global, Inc. in exchange for the transfer of one product pursuant to the products agreement between registrant and Sun Pharma Global, Inc. The Series B preferred shares are convertible into common stock on a one for one basis after three years from the date of issuance. Such preferred shares were issued to Sun Pharma Global, Inc. pursuant to exemptions from registration under Section 4(2), Section 4(6) and Regulation D under the Securities Act of 1933. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARACO PHARMACEUTICAL LABORATORIES, LTD. Date: October 20, 2004 By: /s/ Jitendra N. Doshi --------------------------------------- Jitendra N. Doshi Chief Executive Officer