SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No.6
Under the Securities Exchange Act of 1934
ELITE PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
28659T200
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(CUSIP Number)
John A. Moore
101 Brookmeadow Road
Wilmington, Delaware 19807
(302) 994-3083
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 5, 2004
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(Date of Event which Requires Filing of this Statement) (* See Item 3)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP NO. 28659T200 PAGE 3 OF 7 PAGES----------
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John A. Moore
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(SEE INSTRUCTIONS) (B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -795,109-
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
-110,000-
9 SOLE DISPOSITIVE POWER
-795,109-
10 SHARED DISPOSITIVE POWER
-110,000-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,109
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES (SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.25%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
This Amendment No. 6 to Schedule 13D modifies and supplements the Schedule 13D
initially filed with the Securities and Exchange Commission ("SEC") on January
6, 2003, with respect to the common stock, $0.01 par value per share (the "ELITE
COMMON STOCK"), of Elite Pharmaceuticals, Inc., a Delaware corporation (the
"COMPANY"), as amended and modified by Amendment No. 1 filed with the SEC on
February 13, 2003, as modified by Amendment No. 2 filed with the SEC on February
18, 2003 and as modified by Amendment No. 3* filed with the SEC on February 24,
2004 (collectively, as amended, the "STATEMENT"), as amended and modified by
Amendment No. 4 filed with the SEC on August 30, 2004, as amended and modified
by Amendment No. 5 filed with the SEC on October 8, 2004. Except to the extent
supplemented by the information contained in this Amendment No. 6, the
Statement, as amended as provided herein, remains in full force and effect.
Capitalized terms used herein without definition have the respective meanings
ascribed to them in the Statement. Amendment No. 3 was incorrectly labeled
Amendment No. 2 when filed with the SEC on February 24, 2004.
Mr. Moore, Ms. Edson and Edson Moore Healthcare Ventures, Inc., a Delaware
corporation ("EMC"), are hereby terminating their joint filing arrangement
effective as of this filing.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 27, 2002, Edson Moore Healthcare Ventures, Inc., a Delaware
corporation ("EMC") acquired (i) 12,015 shares of Series A Preferred Stock of
Elite Labs (which were exchangeable for shares of Elite Common Stock on or after
October 17, 2002), (ii) the right to receive all additional shares of Series A
Preferred Stock of Elite Labs issuable as accrued and unpaid payment-in-kind
dividends upon the 12,015 shares of Series A Preferred Stock of Elite Labs
described in clause (i) above, and (iii) the warrant to purchase 100,000 shares
of Elite Common Stock of the Issuer (collectively, the "Acquired Securities")
from Shelly Bay Holdings, Ltd., a Bermuda exempted limited liability company,
for an aggregate purchase price of $485,000. EMC is 50% owned by the Reporting
Person.
On October 17, 2002, pursuant to a letter agreement between EMC and the Issuer
(See Item 6 below), EMC agreed to exchange 12,015 shares of Series A Preferred
Stock, par value $1.00 per share, of Elite Laboratories, Inc., a wholly-owned
subsidiary of the Issuer ("Elite Labs") for 714,222 shares of Elite Common
Stock.
On November 5, 2002, pursuant to a letter agreement between EMC and the Issuer
(see Item 6 below), EMC agreed to exchange 900 shares of Series A Preferred
Stock of Elite Labs which were issued by Elite Labs as paid-in-kind dividends
accrued through June 29, 2002, on 12,015 shares of Series A Preferred Stock
(described in the previous sentence) for 49,996 shares of Elite Common Stock.
On December 4, 2003, pursuant to a private placement offering of the Issuer (the
"Private Placement"), EMC purchased 50,000 shares of Elite Common Stock for
$100,000.
On August 18, 2004, Edson Moore Healthcare, a Delaware corporation ("EMC")
distributed the 407,109 shares of Elite Common Stock owned by EMC to each of its
stockholders, the Reporting Person and Ms. Edson.
On August 20, 2004, EMC acquired 10,000 shares of Elite Common Stock at $1.28
per share.
On October 1, 2004, the Reporting Person acquired 8,100 shares of Elite Common
Stock at prices ranging from $1.15 - $1.20 per share.
On October 5, 2004 the Reporting Person acquired 19,900 shares Elite Common
Stock at $1.23744 per share.
Additionally, the Reporting Person beneficially owns options to purchase 360,000
shares of Common Stock of the Company with exercise prices ranging from $2.01 -
$2.34 per share.
The Reporting Person directly owns 435,109 shares of Elite Common Stock and
options to purchase 360,000 shares of Elite Common Stock. The Reporting Person
indirectly owns through the Reporting Person's 50% ownership of EMC, 10,000
shares of Elite Common Stock and warrant to purchase 100,000 shares of Elite
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person purchased the Shares for investment purposes. The Reporting
Person presently considers the Elite Common Stock an attractive investment and
intends to review his investment on an ongoing basis. Such continuing review may
result in the Reporting Person acquiring additional shares of Elite Common Stock
in the open-market or in privately negotiated transactions, maintaining its
holdings at current levels or selling all or a portion of its holdings in the
open-market or in privately negotiated transactions. Any such actions the
Reporting Person undertakes will be dependent upon, among other things, the
availability of shares of Elite Common Stock for purchase and the price levels
of such shares; general market and economic conditions; on-going evaluation of
the Issuer's business, financial condition, operations and prospects; the
relative attractiveness of alternative business and investment opportunities;
the availability of funds for the purchase of additional shares of Elite Common
Stock; the actions of the management and Board of Directors of the Issuer; and
other future developments. Although the foregoing reflects activities presently
contemplated by the Reporting Person with respect to the Issuer, the foregoing
is subject to change at any time. Except as set forth above, the Reporting
Person has no present plans or intentions which would result in or relate to any
of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE COMPANY.
(a) As of October 19, 2004, the Reporting Person beneficially owns 905,109
shares of Elite Common Stock, which represent approximately 7.42% of Elite
Common Stock outstanding, (based on 12,104,423 shares of Elite Common Stock of
the Issuer reported as being outstanding in the Issuer's Form 10-Q for the
period ended June 30, 2004). For purposes of disclosing the number of shares
beneficially owned by the Reporting Person, the Reporting Person is deemed to
beneficially own all shares of Elite Common Stock that are beneficially owned by
EMC.
(b) The Reporting Person has (i) the sole power to vote or direct the vote of
the 110,000 shares of Elite Common Stock held by EMC and (ii) the sole power to
dispose of or to direct the disposition of such 110,000 shares of Elite Common
Stock; provided that, the Reporting Person shares with the other principal
stockholder of EMC their voting and disposition power through their 50%/50%
ownership of EMC. Mr. Moore has (i) the sole power to vote or direct the vote of
the 435,109 shares of Elite Common Stock held by Mr. Moore and (ii) the sole
power to dispose of or to direct the disposition of such 435,109 shares of Elite
Common Stock.
(c) Except for the acquisition of the shares described herein, to the best
knowledge and belief of the undersigned, no transactions involving the Elite
Common Stock have been effected during the past 60 days by the Reporting Person.
(d) n/a
(e) n/a
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: October 19, 2004
/s/ John A. Moore
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John A. Moore
For purposes of terminating the joint filing arrangement the following hereto
sign below:
Edson Moore Healthcare Ventures, Inc.
By: /s/ John A. Moore
______________________________
Name: John A. Moore
Title: Chief Executive Officer
/s/ John A. Moore
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John A. Moore
/s/ Hilary Edson
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Hilary Edson