c56805_10q.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the quarterly period ended
 
December 31, 2008
  
         
 
or
  
           
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
       
For the transition period ended
to
  
 

Commission File Number: 001-15697
     
ELITE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
   
Delaware                                                                                             
22-3542636
(State or other jurisdiction of incorporation or organization)  
      (I.R.S. Employer Identification No.)     
     
165 Ludlow Avenue, Northvale, New Jersey                  
07647
(Address of principal executive offices)  
(Zip Code)
     
     
(201) 750-2646
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
   
Yes [x] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
   
Yes [  ] No [x]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
   
Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of the common stock, $.01 par value, as of February 13, 2009: 59,815,891 (exclusive of 100,000 shares held in treasury).

EXPLANATORY NOTE

     This amendment to Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2008, filed by Elite Pharmaceuticals, Inc., a Delaware corporation (the “Registrant”), with the United States Securities and Exchange Commission (the “Commission”) on February 17, 2009 (the “Quarterly Report”), is filed for the sole purpose of indicating the number of outstanding shares of the Registrant’s common stock, $0.01 par value, on the facing sheet, which was inadvertently omitted as the result of clerical error. The Registrant hereby amends the facing sheet of the Quarterly Report to indicate that the number of shares outstanding of the Registrant’s common stock, $0.01 par value, as of February 13, 2009, was 59,815,891 (exclusive of 100,000 shares held in treasury).

      In addition, pursuant to the rules of the Commission, Item 6 of Part II of the original Quarterly Report is hereby amended to contain currently dated certifications from the Registrant’s Chief Operating Officer and Acting Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications of the Registrant’s Chief Operating Officer and Acting Chief Executive Officer and Chief Financial Officer are attached to this Form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2.

     Except for the foregoing, this amendment does not amend the Quarterly Report in any way and does not modify or update any disclosures contained in the Quarterly Report, which continues to speak as of the original date of the Quarterly Report.

PART II.      OTHER INFORMATION

     The exhibits listed in the index below are filed as part of this amendment.

Exhibit    
Number   Description
     
31.1       

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2       

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1       

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.2       

Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

        ELITE PHARMACEUTICALS, INC.
         
         
Date:      March 2, 2009   By:   /s/ Chris Dick
        Chris Dick
        Chief Operating Officer and Acting Chief Executive Officer
        (Principal Executive Officer)
         
         
         
Date:      March 2, 2009   By:   /s/ Mark I. Gittelman
        Mark I. Gittelman
        Chief Financial Officer and Treasurer
        (Principal Financial and Accounting Officer)