Item
1.
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Security and
Issuer
.
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The class of equity securities to which
this statement on Schedule 13D relates is the Common Stock (the “Shares”) of
Elite Pharmaceutical, Inc. (the “Issuer”), with its principal executive offices
located at 165 Ludlow Avenue, Northvale, NJ 07647.
Item
2.
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Identity and
Background
.
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(a) This statement is
being filed jointly by Trellus Management Company, LLC (“Trellus”),
Trellus Partners, L.P., a Delaware limited partnership (“TPLP”), Trellus
Partners, L.P. II, a Delaware limited partnership (“TPLPII”), Trellus Offshore
Fund Limited, a Cayman Islands limited liability company (“TOF”), Trellus Small
Cap Opportunity Fund L.P., a Delaware limited partnership (“TSCOLP”), Trellus
Small Cap Opportunity Offshore Fund Limited, a Cayman Islands limited liability
company (“TSCOF”) and Adam Usdan (each a “Reporting Person” and collectively,
the “Reporting Persons”). Trellus Management Company, LLC is the
investment adviser to TPLP, TPLPII, TOF, TSCOLP, and TSCOF. Adam Usdan is
the controlling principal and chief investment officer of
Trellus.
(b) The addresses of the principal
business and principal offices of each Reporting Person is 350 Madison Avenue,
9
th
Floor, New York, New York 10017.
(c) The principal business of Trellus
is the offering of investment advisory services to various entities. The
principal business of each of TPLP, TPLPII, TOF, TSCOLP, and TSCOF is the
investing in securities.
(d) None
of the Reporting Persons has been, and none of their executive officers or
directors has been, during the last five years, convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None
of the Reporting Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
Anthony
Miller is the chief financial officer of Trellus. John Alderman is a
principal of Trellus and a portfolio manager. The Reporting Persons have
no executive officers other than Mr. Usdan, Mr. Miller and Mr.
Alderman. TOF and TSCOF have boards of directors and the remaining
Reporting Persons do not have Boards of Directors. Mr. Miller has not been
subject to any proceeding described in (e) above. Adam Usdan and Anthony
Miller are citizens of the United States.
Item
3.
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Source
and Amount of Funds or Other
Consideration
|
All
purchases of the Common Stock made by the Filing Persons from time to time are
with existing working capital.
Item
4.
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Purpose of
Transaction
.
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The
purpose of the various purchases of Common Stock by the Reporting Persons is to
increase their respective equity interests in the Issuer due to the Reporting
Persons’ belief that such purchases represent a sound investment. Reporting
Persons do not exert and have no intention to exert their influence
over the management of the Issuer. The Reporting Persons have no specific plans
to increase or decrease their position in the Issuer.
The
Reporting Persons from time to time intend to review their respective
investments in the Issuer on the basis of various factors. Based upon such
review, the Reporting Persons will take such actions in the future as the
Reporting Persons may deem appropriate in light of the circumstances existing
from time to time. If any Reporting Persons believes that further investment in
the Issuer is attractive, whether because of the market price of the Issuer’s
securities or otherwise, it may acquire shares of Common Stock or other
securities of the Issuer either in the open market or in privately negotiated
transactions. Similarly, depending on market and other factors, the Reporting
Persons may determine to dispose of some or all of the shares of Common Stock
currently owned by the Reporting Persons or otherwise acquired by the Reporting
Persons either in the open market or in privately negotiated
transactions.
The
Reporting Persons do not have any present plans or proposals which relate to or
would result in any of the following: (i) an extraordinary corporate transaction
involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a
material amount of the assets of the Issuer or any of its subsidiaries, (iii)
any change in the present board of directors or management of the Issuer, (iv)
any material change in the Issuer’s capitalization or divided policy, (v) any
other material change in the Issuer’s business or capital structure, (vi) any
change in the Issuer’s charter or bylaws or other instrument corresponding
thereto or other action which may impede the acquisition of control of the
Issuer by any person, (vii) causing a class of the Issuer’s securities to be
deregistered or delisted, (viii) a class of equity securities of the Issuer
becoming eligible for termination of registration or (ix) any action similar to
any of those enumerated above.
Item
5.
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Interest in Securities of the
Issuer
.
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(a) Items
9 and 11 of the cover page for each Reporting Person is incorporated herein by
reference. The calculation of the percentages in this Statement are based on the
number of shares of
Common
Stock and preferred stock convertible into common shares as disclosed by the
Issuer to the Reporting Persons.
(b) Items
7 - 10 of the cover page for each Reporting Person is incorporated herein by
reference.
(c)
During the past sixty days the Reporting Persons have engaged in the following
transactions in the securities of the Issuer:
The
Reporting Persons acquired on October 16, 2008, 4,400 shares in the aggregate of
Series D Preferred Stock convertible into 22,000,000 shares of common stock in
the aggregate. Between October 16, 2008 and February 26, 2009, the
Reporting Persons sold 395,244 shares of unrestricted Common Stock and acquired
an additional 1,180,165 shares of restricted stock as a stock dividend on its
preferred shares. The Reporting Persons also acquired warrants to acquire
4,703,063 shares of common stock at an exercise price of $.25 per
share.
(d) No
dividends have been received by the Reporting Persons from the Issuer in respect
of their shares of Common Stock.
(e) Not
applicable.
Item
6.
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Contracts, Arrangements, Understanding
or Relationships With Respect to Securities of the
Issuer
.
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None.
Item
7.
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Materials to be Filed as
Exhibits
.
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Exhibit
A. Joint Filing Agreement.