-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SHG1X4AkrLcYhSkY9mbtq3DVooQ9eUEUENdXn1FKbsZ23Zj7tAdqfSg8iZo8hzOm o3jmyzcCCWSTJ34NapPJYg== 0001125282-03-001892.txt : 20030218 0001125282-03-001892.hdr.sgml : 20030217 20030214213432 ACCESSION NUMBER: 0001125282-03-001892 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDSON MOORE CORP CENTRAL INDEX KEY: 0001211464 IRS NUMBER: 043694908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 101 BROOKMEADOW ROAD CITY: WILMINGTON STATE: DE ZIP: 19807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELITE PHARMACEUTICALS INC /DE/ CENTRAL INDEX KEY: 0001053369 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223542636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59693 FILM NUMBER: 03569942 BUSINESS ADDRESS: STREET 1: 165 LUDLOW AVENUE CITY: NORTHVALE STATE: NJ ZIP: 07647 BUSINESS PHONE: 2017502646 MAIL ADDRESS: STREET 1: 165 LUDLOW AVENUE CITY: NORTHVALE STATE: NJ ZIP: 07647 SC 13D/A 1 b323015_sc13d.txt AMENDMENT TO SCHDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No.2 Under the Securities Exchange Act of 1934 ELITE PHARMACEUTICALS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 28659T200 - -------------------------------------------------------------------------------- (CUSIP Number) Edson Moore Healthcare Ventures, Inc. John A. Moore Hilary Edson 101 Brookmeadow Road Wilmington, Delaware 19807 (302) 994-3083 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 17, 2002 - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- CUSIP NO. 28659T200 PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edson Moore Healthcare Ventures, Inc. 04-3694908 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (SEE INSTRUCTIONS) (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY -864,218- OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -0- 9 SOLE DISPOSITIVE POWER -864,218- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 864,218 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.12% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 28659T200 PAGE 3 OF 8 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John A. Moore - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (SEE INSTRUCTIONS) (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -864,218- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -864,218- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 864,218 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.12% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN SCHEDULE 13D CUSIP NO. 28659T200 PAGE 4 OF 8 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hilary Edson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (SEE INSTRUCTIONS) (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -864,218- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -864,218- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 864,218 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.12% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This Amendment No.2 to Schedule 13D amends and restates the Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC"), on January 6, 2003 (the "Initial Filing"), as amended by Amendment No. 1 thereto filed with the SEC on February 13, 2003 (as amended, the "Statement"). The Initial Filing was filed using an incorrect CIK identifier code; this Statement is being filed in correction thereof. ITEM 1. SECURITY AND ISSUER. This Statement relates to the common stock, $0.01 par value per share (the "Elite Common Stock"), of Elite Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 165 Ludlow Avenue, Northvale, New Jersey 17647. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is jointly filed by Edson Moore Healthcare Ventures, Inc., formerly Edson Moore Corp., a Delaware corporation ("EMC"), John A. Moore and Hilary Edson (each individually a "Reporting Person" and, collectively, the "Reporting Persons"). Mr. Moore and Ms. Edson each own 50% of the outstanding capital stock of EMC. Information contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person. (b) The business address for all Reporting Persons is 101 Brookmeadow Road, Wilmington, Delaware 19807. (c) Mr. Moore was elected to the board of directors of the Issuer at the annual shareholders meeting of the Issuer held on December 12, 2002. Mr. Moore is the president, chief executive officer and director of EMC. Ms. Edson is the secretary and director of EMC. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. (f) EMC is a Delaware corporation. Each of Mr. Moore and Ms. Edson are United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On September 27, 2002, 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 Laboratories, Inc., a wholly-owned subsidiary of the Issuer ("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. 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 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. The 864,218 shares of Elite Common Stock beneficially owned by the Reporting Persons consist of (i) 714,222 shares of Elite Common Stock issued to EMC upon the exchange of the 12,015 shares of Series A Preferred Stock (referred to in the previous paragraph), (ii) 49,996 shares of Elite Common Stock issued to EMC upon the exchange of the 900 shares of Series A Preferred Stock (referred to in the previous paragraph) and (iii) 100,000 shares of Elite Common Stock issuable upon the exercise by EMC of a warrant to purchase 100,000 shares of Elite Common Stock (exercisable through October 17, 2005) at an exercise price of $18.00 per share. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons purchased the Shares for investment purposes. Each Reporting Person presently considers the Elite Common Stock an attractive investment and intends to review its investment on an ongoing basis. Such continuing review may result in a 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 Persons undertake 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 Persons with respect to the Issuer, the foregoing is subject to change at any time. Except as set forth above, the Reporting Persons have 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, except that with respect to subparagraph (d), Mr. John Moore has proposed that Mr. Atul Mehta, Chairman of the Board of Directors of the Issuer and President and Chief Executive Officer of the Issuer, surrender his position as Chairman of the Board of Directors and that Mr. Moore be appointed by the Board of Directors as Chairman of the Board of Directors. Mr. Moore may propose or suggest other changes in the management and the present Board of Directors of the Issuer, including an increase in the number of directors, although no representation is made that any further change will be proposed or effected. ITEM 5. INTEREST IN THE SECURITIES OF THE COMPANY. (a) As of December 16, 2002 and the date of this Statement (i) Mr. Moore beneficially owns 864,218 shares of Elite Common Stock, which represent approximately 8.12% of Elite Common Stock outstanding, (ii) Ms. Edson beneficially owns 864,218 shares of Elite Common Stock, which represent approximately 8.12% of Elite Common Stock outstanding and (iii) EMC beneficially owns 864,218 shares of Elite Common Stock, which represent approximately 8.12% of Elite Common Stock outstanding (based on 9,780,205 shares of Elite Common Stock of the Issuer reported as being outstanding in the Issuer's Form 10-Q filed September 30, 2002). For purposes of disclosing the number of shares beneficially owned by each of the Reporting Persons, Mr. Moore and Ms. Edson are deemed to beneficially own all shares of Elite Common Stock that are beneficially owned by EMC. (b) Each Reporting Person has (i) the sole power to vote or direct the vote of the 864,218 shares of Elite Common Stock held by EMC and (ii) the sole power to dispose of or to direct the disposition of such 864,218 shares of Elite Common Stock; provided that, Mr. Moore and Ms. Edson share with each other their voting and disposition power through their 50%/50% ownership of EMC. (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 Persons or by their directors, executive officers or controlling persons. (d) n/a (e) n/a ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. 1. Letter Agreement, dated October 17, 2002, between EMC and the Issuer. 2. Letter Agreement, dated November 5, 2002, between EMC and the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement, dated December 16, 2002, among Edson Moore Corp., a Delaware corporation, John A. Moore and Hilary Edson. 2. Letter Agreement, dated October 17, 2002, between EMC and the Issuer. 3. Letter Agreement, dated November 5, 2002, between EMC and the Issuer. 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: February 14, 2003 Edson Moore Corp. By: /s/ John A. Moore -------------------------------- Name: John A. Moore Title: Chief Executive Officer /s/ John A. Moore ----------------------------- John A. Moore /s/ Hilary Edson ----------------------------- Hilary Edson EX-1 3 b323015_ex-1.txt JOINT FILING AGREEMENT Exhibit 1 Joint Filing Agreement The undersigned hereby agree to make joint filings of Form 13D with the U.S. Securities and Exchange Commission with respect to their beneficial ownership of the common stock, par value $0.01 per share, of Elite Pharmaceuticals, Inc., a Delaware corporation, including all amendments thereto. Date: December 16, 2002 /s/ John A. Moore ----------------------------- JOHN A. MOORE /s/ Hilary Edson ----------------------------- HILARY EDSON EDSON MOORE CORP. By: /s/ John A. Moore ------------------------------- Name: John A. Moore Title: Chief Executive Officer EX-2 4 b323015_ex-2.txt EXCHANGE OF SHARES OF SERIES A Exhibit 2 EDSON MOORE CORP. 101 BROOKMEADOW ROAD WILMINGTON, DELAWARE 19807 October 17, 2002 VIA OVERNIGHT COURIER - --------------------- Elite Pharmaceuticals, Inc. Elite Laboratories, Inc. 165 Ludlow Avenue Northvale, New Jersey 07647 Attention: Chief Executive Officer Facsimile: (201) 750-2755 Re: Exchange of Shares of Series A Convertible Exchangeable Preferred Stock of Elite Laboratories, Inc. ("Laboratories") for shares of Common Stock of Elite Pharmaceuticals, Inc. ("Elite"). Dear Sir or Madam: This letter serves as notice to Laboratories and Elite that Edson Moore Corp., a Delaware corporation ("EMC"), hereby exercises its right to (1) exchange 12,015 shares of Laboratories' Series A Convertible Exchangeable Preferred Stock, par value $0.01 per share (the "Series A Shares"), held by EMC into shares of Elite's Common Stock, par value $0.01 per share ("Common Stock"), pursuant to Article I, Sections 4(a) of the Certificate of Designation of the Series A Preferred Stock and Series B Preferred Stock of Laboratories, filed with the Secretary of State of the State of Delaware on October 17, 2000 (the "Certificate of Designation"), and (2) receive the additional shares of Common Stock to which it is entitled upon conversion of the Series A Shares issuable as accrued dividends pursuant to Article I, Section 2(b) of the Certificate of Designation. The parties agree that the total number of shares of Common Stock to which Edson Moore is entitled under (1) and (2) above is 714,222. Please note that the stock certificates evidencing the Series A Shares issued in the name of EMC, are located at the office of Mark Gittleman, the corporate secretary of Elite. EMC hereby authorizes Mr. Gittleman to surrender such stock certificates, on behalf of EMC, in exchange for the shares of Common Stock. Please promptly deliver a stock certificate, issued in the name of "Edson Moore Corp." representing the shares of Common Stock into which the Series A Shares are exchangeable as of the date of your receipt of this letter, as well as the shares of Common Stock issuable in respect of accrued dividends under Article I, Section 2(b) of the Certificate of Designation. Such stock certificate should be accompanied by payment for any fractional shares, reasonably detailed information regarding Elite's calculation of the number of shares of Common Stock into which the Series A Shares are exchangeable as of the date of your receipt of this letter (taking into account all adjustments which occurred following the original issuance of the Series A Shares), and reasonably detailed information regarding Elite's calculation of payment for any fractional shares. As a condition to the exchange of the Series A Shares, Elite hereby agrees that Section 13 of the Registration Rights Agreement, dated as of October 17, 2000, between Elite and Elan International Services, Ltd., a Bermuda exempted limited liability company (the "Registration Rights Agreement") is hereby amended, effective as of the date of EMC's acquisition of shares of capital stock of Laboratories or Elite, as follows: "13. Termination of Registration Rights. All registration rights and obligations (including, without limitation, under Section 5) under this Agreement shall not be enforceable as to any particular Holder (and to the Company with respect to such Holder) during such time as all Registrable Securities held by such Holder are eligible to be sold without compliance with the registration requirements of the Securities Act pursuant to Rule 144(k) promulgated thereunder (provided that, if at any time thereafter any Registrable Securities held by such Holder cease to be eligible to be sold without compliance with the registration requirements of the Securities Act pursuant to Rule 144(k) promulgated thereunder, then such registration rights shall be fully enforceable by such Holder pursuant to the terms hereof)." [Remainder of the page intentionally left blank.] If the foregoing reflects your understanding of our mutual intentions, please sign and return the enclosed copy of this Letter Agreement to the undersigned. EDSON MOORE CORP. By: /s/ John A. Moore ---------------------------------- Name: John A. Moore Title: President Acknowledged and Agreed: ELITE PHARMACEUTICALS, INC. By: /s/ Atul Mehta ---------------------------------- Name: Atul Mehta Title: President ELITE LABORATORIES, INC. By: /s/ Atul Mehta ---------------------------------- Name: Atul Mehta Title: President Cc: James McElroy & Diehl, P.A. 600 South College Street Charlotte, NC 28202 Attention: Catherine A. Barnes Facsimile: (704) 333-5508 EX-3 5 b323015_ex-3.txt EXCHANGE OF SHARES OF SERIES A Exhibit 3 EDSON MOORE CORP. 101 BROOKMEADOW ROAD WILMINGTON, DELAWARE 19807 November 5, 2002 VIA OVERNIGHT COURIER - --------------------- Elite Pharmaceuticals, Inc. Elite Laboratories, Inc. 165 Ludlow Avenue Northvale, New Jersey 07647 Attention: Chief Executive Officer Facsimile: (201) 750-2755 Re: Exchange of Shares of Series A Convertible Exchangeable Preferred Stock of Elite Laboratories, Inc. ("Laboratories") for shares of Common Stock of Elite Pharmaceuticals, Inc. ("Elite"). Dear Sir or Madam: This letter serves as notice to Laboratories and Elite that Edson Moore Corp., a Delaware corporation ("EMC"), hereby exercises its right to exchange 900 shares of Laboratories' Series A Convertible Exchangeable Preferred Stock, par value $0.01 per share (the "Series A Shares"), into 49,996 shares of Elite's Common Stock, par value $0.01 per share ("Common Stock"), pursuant to Article I, Sections 4(a) of the Series A Preferred Stock and Series B Preferred Stock of Laboratories, filed with the Secretary of State of the State of Delaware on October 17, 2000 (the "Certificate of Designation". The Series A Shares hereby exchanged are issuable to EMC as accrued dividends for the period commencing October 18, 2001 and ending October 17, 2002, pursuant to Article I, Section 2(b) of the Certificate of Designation. Since EMC has not yet received stock certificates evidencing the Series A Shares hereby exchanged, EMC hereby authorizes the surrender of its right to receive such stock certificates in exchange for the shares of Common Stock to be issued to EMC as stated above. Please promptly deliver a stock certificate, issued in the name of "Edson Moore Corp." representing the shares of Common Stock into which the Series A Shares are exchangeable as of the date of your receipt of this letter. [Remainder of the page intentionally left blank.] If the foregoing reflects your understanding of our mutual intentions, please sign and return the enclosed copy of this Letter Agreement to the undersigned. EDSON MOORE CORP. By: /s/ John A. Moore ------------------------------------ Name: John A. Moore Title: President Acknowledged and Agreed: ELITE PHARMACEUTICALS, INC. By: /s/ Atul Mehta --------------------------------- Name: Atul Mehta Title: President ELITE LABORATORIES, INC. By: /s/ Atul Mehta ---------------------------------- Name: Atul Mehta Title: President -----END PRIVACY-ENHANCED MESSAGE-----