SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 240.14a-11(c) or 240.14a-12
ELITE PHARMACEUTICALS, INC.
---------------------------
(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
2) Aggregate number of securities to which transaction applies:
N/A
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
[ ] 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
2) Form, Schedule or Registration Statement No.:
N/A
3) Filing Party:
N/A
4) Date Filed:
N/A
_______________________________________________________________________________
ELITE PHARMACEUTICALS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 21, 2000
________________________________________________________________________________
The 2000 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 21, 2000, 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 4, 2000, 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
Mark I. Gittelman
Secretary and Treasurer
August 11, 2000
________________________________________________________________________________
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 & Trust Company
at 201 Bloomfield Ave., Verona, NJ 07044, Attn: 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.
_______________________________________________________________________________
________________________________________________________________________________
PROXY STATEMENT
________________________________________________________________________________
Annual Meeting of the
Shareholders of Elite Pharmaceuticals, Inc.
to be held September 21, 2000
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 21, 2000.
VOTING RIGHTS
-------------
The holders of stock of the Company on August 4, 2000, are the only
shareholders entitled to notice of and to vote at the annual meeting of
shareholders on September 21, 2000, and at any adjournments thereof. On
August 4, 2000, (the record date) there were 8,915,054 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
-----------------------------------------------
Shown in the table below is any person (including any "group") known
to the Company to be the beneficial owner of more than five percent (5%) of
any class of the Company's voting securities as of July 21, 2000.
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
Common Atul M. Mehta, Director/Officer 3,032,914(1) 29.3%
165 Ludlow Avenue Direct and
Northvale New Jersey 07647 Indirect
Common John de Neufville and Mely Rahn, Trustees 878,000(2) 9.8%
Margaret de Neufville Revocable Trusts Direct and
197 Meister Avenue Indirect
North Branch, NJ 08876
Common Bridge Ventures, Inc. 492,768(3) 5.4%
575 Lexington Avenue, Ste. 410 Direct and
New York, NY 10022 Indirect
Common Vijay Patel 441,036(4) 4.9%
19139 Pebble Court Direct and
Woodbridge, CA 95258 Indirect
</TABLE>
(1) Includes (i) 6,300 shares held by Dr. and Mrs. Mehta as custodians for
Amar Mehta; (ii) 6,300 shares held by Dr. and Mrs. Mehta as custodians for Anand
Mehta; and (iii) options to purchase 1,445,214 shares of common stock
(including options for 500,000 shares held by Dr. Mehta which do not begin
vesting until December 31, 2001 and then vest 100,000 shares on that date and
100,000 shares annually thereafter for four years).
(2) Represents (i) 448,000 shares held in trust for the benefit of
John P. de Neufville, (ii) 405,000 shares held in trust for
David T. de Neufville and (iii) options personally held by John P. de Neufville
to purchase 25,000 shares.
(3) Includes (i) 56,334 shares owned by SMACS Holding Corp., an affiliate
of Bridge Ventures, Inc., (ii) warrants to purchase 207,500 shares held by
Bridge Ventures, Inc. and (iii) warrants to purchase 75,000 shares held by
SMACS Holding Corp.
(4) Includes options to purchase 18,750 shares of common stock, warrants to
purchase 117,286 shares of common stock and 15,000 shares held as custodian for
Amisha Patel.
The Company is informed and believes that as of August 4, 2000,
CEDE & Co. held 3,978,283 shares of the Company and 543,835 warrants for the
common stock of the Company as nominee for Depository Trust
Company, 55 Water Street, New York, New York 10004. It is the Company's
understanding that CEDE & Co. and Depository Trust Company both disclaim any
beneficial ownership therein 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.
SECURITY OWNERSHIP OF MANAGEMENT
--------------------------------
Shown below, as of July 21, 2000, are the shares of the Company
beneficially owned by all directors, by the chief executive officer and by
executive officers of the Company as a group.
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
Common Atul M. Mehta, Director/Officer 3,032,914(1) 29.3%
165 Ludlow Avenue Direct and
Northvale New Jersey 07647 Indirect
Common Donald S. Pearson, Director 48,750(2) 0.5%
1305 Peabody Avenue Direct
Memphis, TN 38104
Common Harmon Aronson, Director 30,000(3) 0.3%
26 Monterey Drive Direct
Wayne, NJ 07470
Common Mark I, Gittelman, Treasurer/Secretary 10,000(4) 0.1%
300 Colfax Ave. Direct
Clifton, NJ 07013
Common Officers and Directors as a Group 3,131,664 30.0%
Direct
and Indirect
</TABLE>
(1) Includes (i) 6,300 shares held by Dr. and Mrs. Mehta as custodians for
Amar Mehta; (ii) 6,300 shares held by Dr. and Mrs. Mehta as custodians for Anand
Mehta; and (iii) options to purchase 1,445,214 shares of common stock
(including options for 500,000 shares held by Dr. Mehta which do not begin
vesting until December 31, 2001 and then vest 100,000 shares on that date and
100,000 shares annually thereafter for four years).
(2) Includes options to purchase 30,000 shares of common stock.
(3) Comprised of options to purchase 30,000 shares of common stock.
(4) Comprised of options to purchase 10,000 shares of common stock.
Information on the stock ownership of these persons was provided to the
Company by the persons. Each outside director receives $1,000.00 as compensation
for each meeting attended.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
The directors and executive officers of EPI are:
Name Age Position
----- --- --------
Atul M. Mehta 51 President, Chief Executive Officer and Director
Donald S. Pearson 64 Director
Harmon Aronson 56 Director
Mark I. Gittelman 40 Secretary and Treasurer
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.
Dr. Atul M. Mehta, the founder of ELI, has been a director of ELI since
its inception in 1990 and a director of EPI since 1997. He has been employed as
the President of ELI since 1990 and President of EPI since 1997. Prior to that,
he was Vice President at Nortec Development Associates, a company specializing
in the development of food, pharmaceutical and chemical specialty products, from
1984 to 1989. From 1981 to 1984, he was associated with Ayerst Laboratories, a
division of American Home Products Corporation in the solids formulation section
as Group Leader. His responsibilities included development of formulations of
ethical drugs for conventional and controlled-release dosage forms for both USA
and international markets. He received his B.S. degree in Pharmacy with honors
from Shivaii University, Kolhapur, India, and a BS, MS, and a Doctorate of
Philosophy in Pharmaceutics from the University of Maryland in 1981. 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.
Donald S. Pearson, a director since 1999, 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 University. He has served on the
informal advisory board of ELI for several years; other than ELI, no company
with which Dr. Pearson was affiliated in the past was a parent, subsidiary or
other affiliate of the Company.
Harmon Aronson, a director since 1999, 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 United States
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 Vice
President of Non-Antibiotic Operations, where he was responsible for the
manufacturing of all the firm's non-antibiotic products. Dr. Aronson holds a
Ph.D. in Physics from the University of Chicago. Other than ELI, no company
with which Dr. Aronson was affiliated in the past was a parent, subsidiary or
other affiliate of the Company.
Mark I. Gittelman, CPA is the President of Gittelman & Co., P.C., an
accounting firm in Clifton, NJ. Prior to forming Gittelman & Co., P.C. in 1984,
he worked as a certified public accountant with the international accounting
firm of KPMG Peat Marwick, LLP. Mr. Gittelman holds a B.S. in accounting from
New York University and a Masters of Science in Taxation from Farleigh Dickinson
University. He is a Certified Public Accountant licensed in New Jersey and New
York, and is a member of the American Institute of Certified Public Accountants
("AICPA"), the Securities and Exchange Practice Section of the AICPA, and the
New Jersey State and New York States Societies of CPAs. Other than ELI, no
company with which Mr. Gittelman was affiliated in the past was a parent,
subsidiary or other affiliate of the Company.
Each director holds office (subject to the Company's By-Laws) until
the next annual meeting of stockholders and until such director's successor
has been 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. There are no family relationships
between any of the directors and executive officers of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
The Company became a reporting company, and reports to the Securities
and Exchange Commission on Form 3, Form 4 and Form 5 became obligatory, as of
August 14, 1998. None of the officers, directors or holders of 10% or more of
securities of the Company made a timely filing of Form 3. As of June 13, 2000,
Mark Gittelman, Secretary and Treasurer of the Company, and Donald S. Pearson
and Harmon Aronson, directors, have filed reports on Form 3. Mr. Pearson filed
a delinquent Form 4. Dr. Mehta has not filed any reports on Form 3 or Form 4.
ELECTION OF DIRECTORS
---------------------
Three directors are to be elected at the annual meeting of shareholders
to be held on September 21, 2000. Directors are to be elected to serve until the
next annual meeting of shareholders and until their successors shall be elected
and shall qualify. All nominees are incumbents. The enclosed proxy will be voted
in favor of the election of the following nominees as directors: Atul M. Mehta,
Donald Pearson and Harmon Aronson.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Elite Laboratories, Inc. was a party to a three-year Consulting
Agreement entered into with Bridge Ventures, Inc.("Bridge") on August 1, 1997,
which contract expired July 31, 2000, under which Bridge provided the company
with marketing and management consulting services. Under the terms of the
Consulting Agreement, ELI paid Bridge the sum of $10,000 per month and
reimbursed Bridge for all out-of-pocket expenses incurred on behalf of Elite
Labs. Bridge is a beneficial 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
Secretary/Treasurer, in consideration for services rendered by Mr. Gittelman
in his capacity as Treasurer. For the years ended March 31, 2000 and 1999, the
fees paid to that company were $75,945 and $50,414, respectively.
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 SEC Reg. Sec. 228.404(a) has or had a direct or indirect material
interest.
COMMITTEES
----------
The Company has an Audit Committee, and the Company's Board of Directors has
adopted a written charter for the Audit Committee. The Company has no other
standing committees of the Board of Directors.
BOARD MEETINGS
--------------
The Board of Directors of the Company had four meetings held during the fiscal
year ended March 31, 2000. No incumbent director attended fewer than 75% of
the meetings of the Board during that year.
EXECUTIVE COMPENSATION
----------------------
The following table provides information on the compensation of Dr.
Atul M. Mehta, the chief executive officer of the Company for the last three
fiscal years ended on March 31 in each year. No other executive officer or
employee received salary and bonus exceeding $100,000 during those periods.
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Summary Executive Compensation Table
------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Fiscal Bonus Other Restricted Securities LTIP All other
principal Year(1) Salary Annual stock Underlying payouts compen-
position Compen- awards options sation
sation
Atul M. 1999 $227,030 $25,000 $3,040 (2) -- 500,000 -- --
Mehta 1998 $193,333 $--- $3,220 (2) -- 300,000 -- --
President 1997 $185,000 $20,000 $1,795 (2) -- 545,214 -- --
</TABLE>
(1) The Company's fiscal year is from April 1 through March 31. The information
is provided for each fiscal year beginning April 1. (2) Represents use of a
company car, and premiums for insurance on Dr. Mehta's life for the benefit of
his wife paid by the Company.
Option Grants Table in Last Fiscal Year
--------------------------------------
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C>
During the last completed fiscal year of the Company, options were
granted to Dr. Mehta as shown in the following table:
(a) (b) (c) (d) (e)
Number of % Grant Represents Exercise or
Name Securities of Options Base Price Expiration date
Underlying Options to Employees ($/sh)
Atul M. Mehta 500,000(1) 100% $10.00 3-31-10 (2)
</TABLE>
(1) 100,000 shares of the total of 500,000 shares subject to the option
shall vest on each December 31, beginning December 31, 2001.
(2) The options granted to Dr. Mehta during the last fiscal year expires on
the earlier of (a) one year after he ceases to be employed by EPI or to serve
as an officer or director of EPI or (b) March 31, 2010. Notwithstanding, the
option shall become fully vested and exercisable if Dr. Mehta's employment
agreement or his position as an officer and director is terminated by the
Company for any reason or if it expires as a result of the Company giving
notice of nonrenewal. If the board of directors of the Company votes to
approve the acquisition of more than 50% of the stock of the Company by any
person or entity, the Company may require Dr. Mehta to exercise or sell the
options.
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Aggregated Executive Option Exercises in Last
---------------------------------------------
(1) Fiscal Year and FY-End Option/SAR Values
(a) (b) (c) (d) (e)
No. 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 $0 845,214/600,000 $6,973,016/$4,950,000 (1)
</TABLE>
(1) These shares are unregistered, and their market value is unknown and
incalculable. However, the registered common stock of the Company was trading
for $8.25 per share as of the close of business on June 13, 2000. It is on this
hypothetical value that the figures in column (e) are calculated. These figures
may have no relation to the actual value of the unexercised options.
Compensation of Directors
-------------------------
Each non-affiliated director receives $1,000 as compensation for each
meeting attended.
Employment Agreement
--------------------
The only employment agreement which the Company has with an executive
officer is the Amended and Restated Employment Agreement entered into March 31,
2000 between the Company and Dr. Atul Mehta (the "Agreement"). The Agreement
provides that the Company will employ Mehta for a period of five years ending
December 31, 2005 (unless sooner terminated pursuant to provisions of the
Agreement). At the end of said period of five years, the Agreement will be
automatically renewed for an additional five year term unless either party gives
written notice of nonrenewal by December 31, 2004. Subsequent to December 31,
2010, the Agreement is automatically extended for periods of one year unless
either party gives notice of nonrenewal at least one year prior to the date of
expiration. The Agreement provides for an annual salary of $242,000, which
amount is to be increased by the board of directors not less than 10% annually
beginning January 1, 2001. The Agreement further provides that Dr. Mehta will
each fiscal year receive 5% of the net profit of the Company, will have health
insurance to cover Dr. Mehta and his dependents, will have insurance on his life
for the benefit of his spouse or his estate in an amount of at least $300,000,
and will have such bonus as the board of directors in its discretion may award
to Dr. Mehta from time to time. In addition, the Agreement provides that Dr.
Mehta will receive options to purchase the common stock of Elite at a price of
$10.00 per share in a total amount of 500,000 shares, exercisable in increments
of 100,000 shares annually beginning December 31, 2001. The options shall be
exercisable from the date of vesting until one year after Mehta ceases to be
employed by the Company or to serve as an officer and director of the Company or
March 31, 2010, whichever is earlier. The options are exercisable by Dr. Mehta
if the Agreement or Dr. Mehta's position as an officer and director is
terminated by the Company for any reason or if the Agreement is not renewed by
the Company. The Agreement further provides that if the board of directors votes
to approve the acquisition of more than 50% of the stock by any person or
entity, the Company may require Dr. Mehta to elect to exercise the options or to
sell the options at a price equal to the difference between the exercise price
and an amount which is 110% of the then fair market value of the stock. As to
Dr. Mehta's compensation subsequent to December 31, 2005, the agreement provides
that the parties shall determine Dr. Mehta's compensation after said period;
and, such compensation shall be on terms no less favorable to Dr. Mehta then the
terms of compensation for the first five years and shall be no less than 110% of
his annual salary for the year ended December 31, 2005. The Agreement shall
terminate upon (a) Dr. Mehta's death, (b) election of either party if Mehta is
unable to perform his duties on account of disability for a total period of 120
days or more during any consecutive period of twelve months, by Elite upon
"severe cause" and (d) by Mehta upon the occurrence of certain events. If the
Agreement is terminated due to Dr. Mehta's death, his surviving spouse, or his
estate if his spouse does not survive, shall receive Dr. Mehta's salary,
incentive commissions, benefits and any deferred compensation accrued through
the last day of the third calendar month following the month in which
termination occurred; in addition, one-half of his salary would be paid for an
additional period of three years. If the Agreement is terminated by the Company
because of Dr. Mehta's disability or upon "severe cause", Dr. Mehta will receive
his salary, incentive commissions, benefits and any deferred compensation
through the last day of the calendar month in which the termination occurs. If
the Agreement is terminated by Dr. Mehta upon the occurrence of one of the
events specified which would permit him to so terminate, Dr. Mehta shall then
receive all accrued salary, incentive commissions, benefits and any deferred
compensation through the later of May 22, 2006 or the third anniversary of such
termination.
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) Any matter if the Company did not have notice of the matter by
June 22, 2000, which is at least 45 days before the date on which the
Company first mailed its proxy materials for the prior year's annual
meeting of shareholders.
(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 2001
annual meeting of the shareholders, now scheduled for not more than 30 days
after September 21, 2001, 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 April 13, 2001. Any such proposal must be received at the principal
executive offices of the Company.
_______________________________________________________________________________
FORM 10-KSB
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,
2000. SUCH REQUEST SHOULD BE DIRECTED TO MARK I. GITTELMAN, ELITE
PHARMACEUTICALS, INC., 165 LUDLOW AVENUE, NORTHVALE, NEW JERSEY 07647.
_______________________________________________________________________________
ELITE PHARMACEUTICALS, INC.
APPOINTMENT OF PROXY
Annual Meeting of Shareholders, September 21, 2000
The undersigned shareholder hereby appoints Atul M. Mehta, President of
the Company, and Mark I. Gittelman, Secretary and 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 with respect to the election of directors, at the Annual Meeting of
its shareholders to be held at 4:00 P.M. on September 21, 2000, 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 Donald Pearson Harmon Aronson
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:__________________ , 2000
_________________________________________________
Signature of Shareholder
(Please Sign exactly as name appears on this proxy.
Executors, Trustees, etc. should give full title).
Please return to:
Jersey Transfer & Trust Co.
201 Bloomfield Ave.
Verona, NJ 07044
