-----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, Eg7wqCl2WO1bpyU12zJhxKJwdsbINJJorBFnwXiDlWFQZXD8gO1hpwNkU69CJm0v fUzLij38Vwvk8h5c/sSjlg== 0001125282-02-002610.txt : 20020827 0001125282-02-002610.hdr.sgml : 20020827 20020827113341 ACCESSION NUMBER: 0001125282-02-002610 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020827 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-59693 FILM NUMBER: 02749096 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE JOHN A CENTRAL INDEX KEY: 0001182944 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 403 MARSH LANE CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3029943083 MAIL ADDRESS: STREET 1: 403 MARSH LANE CITY: WILMINGTON STATE: DE ZIP: 19807 SC 13G 1 b320054_sc13g.txt STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* Elite Pharmaceuticals, Inc. --------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 28659T 20 0 ----------- (CUSIP Number) August 17, 2002 --------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *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 disclosure provided in a prior cover page. The information required in 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). Page 1 of 9 SCHEDULE 13G CUSIP No. 28659T 20 0 ----------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Shelly Bay Holdings, Ltd. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. |_| b. |X| 3 SEC Use Only 4 Citizenship or Place of Organization Bermuda 5 Sole Voting Power Number of 849,291 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 849,291 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 849,291 (See Note to Item 4(a)) 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| 11 Percent of Class Represented By Amount in Row 9 8.0% 12 Type of Reporting Person (See Instructions) CO Page 2 of 9 SCHEDULE 13G CUSIP No. 28659T 20 0 ----------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Shelly Bay Holdings, Inc. (E.I.N.# 76-0708591) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. |_| b. |X| 3 SEC Use Only 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power Number of 849,291 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 849,291 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 849,291 (See Note to Item 4(a)) 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| 11 Percent of Class Represented By Amount in Row 9 8.0% 12 Type of Reporting Person (See Instructions) CO Page 3 of 9 SCHEDULE 13G CUSIP No. 28659T 20 0 ----------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person John Moore (S.S.# ###-##-####) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. |_| b. |X| 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power Number of 849,291 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 849,291 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 849,291 (See Note to Item 4(a)) 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_| 11 Percent of Class Represented By Amount in Row 9 8.0% 12 Type of Reporting Person (See Instructions) CO Page 4 of 9 SCHEDULE 13G Item 1. (a) Name of Issuer Elite Pharmaceuticals, Inc. (b) Address of Issuer's Principal Executive Offices 165 Ludlow Avenue Northvale, New Jersey 07647 Item 2. (a) Name of Persons Filing Shelly Bay Holdings, Ltd. Shelly Bay Holdings, Inc. John Moore (b) Address of Principal Business Office or, if none, Residence Shelly Bay Holdings, Ltd. c/o Consolidated Limited Par La Ville Place 14 Par-La-Ville Road Hamilton HM JX, Bermuda Shelly Bay Holdings, Inc. 101 Brookmeadow Road Wilmington, Delaware 19807 John Moore 101 Brookmeadow Road Wilmington, Delaware 19807 (c) Citizenship Shelly Bay Holdings, Ltd. - Bermuda Shelly Bay Holdings, Inc. - Delaware John Moore - United States (d) Title of Class of Securities Common Stock, par value $0.01 per share (e) CUSIP Number 28659T 20 0 Page 5 of 9 Item 3. If this statement is filed pursuant to ss. 240.13d-1(b) or ss. 240.13d-2(b) or (c), check whether the person filing is a: (a) /_/ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) /_/ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) /_/ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) /_/ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) /_/ An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) /_/ An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) /_/ A parent holding company or control person in accordance with ss. 240.13d-1(b)(ii)(G); (h) /_/ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) /_/ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) /_/ Group, in accordance withss. 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to ss. 240.13d-1(c), check this box. |X| Item 4. Ownership (at August 17, 2002) (a) Amount Beneficially Owned (See note to Item 4(a)). Shelly Bay Holdings, Ltd. - 849,291 Shelly Bay Holdings, Inc. - 849,291 John Moore - 849,291 Note to Item 4(a): The 849,291 shares of Common Stock beneficially owned by John Moore include the 849,291 shares of Common Stock beneficially owned by Shelly Bay Holdings, Inc. and the 849,291 shares of Common Stock beneficially owned by Shelly Bay Holdings, Ltd. These shares of Common Stock are comprised of (i) 667,500 shares of common stock issuable upon the exchange of 13,487 shares of the Series A Preferred Stock, par value $1.00 per share, of Elite Laboratories, Inc., a wholly-owned subsidiary of the Issuer ("Elite Labs"), (ii) 81,791 shares issuable upon the payment and exchange of in-kind dividends on the Series A Preferred Stock of Elite Labs accrued through and as of June 29, 2002, and (iii) the exercise of a warrant to purchase 100,000 shares of Common Stock (exercisable through October 17, 2005) at an exercise price of $18.00 per share. The Series A Preferred Stock of Elite Labs will become exchangeable by the Reporting Person into shares of Common Stock of the Issuer on October 17, 2001. Page 6 of 9 (b) Percent of Class Shelly Bay Holdings, Inc. - 8.0% Shelly Bay Holdings, Ltd. - 8.0% John Moore - 8.0% (c) Number of shares as to which such person has: i) sole power to vote or to direct the vote Shelly Bay Holdings, Inc. - 849,291 Shelly Bay Holdings, Ltd. - 849,291 John Moore - 849,291 ii) shared power to vote or to direct the vote Shelly Bay Holdings, Inc. - 0 Shelly Bay Holdings, Ltd. - 0 John Moore - 0 iii) sole power to dispose or to direct the disposition of Shelly Bay Holdings, Inc. - 849,291 Shelly Bay Holdings, Ltd. - 849,291 John Moore - 849,291 iv) shared power to dispose or to direct the disposition of Shelly Bay Holdings, Inc. - 0 Shelly Bay Holdings, Ltd. - 0 John Moore - 0 Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Shelly Bay Holdings, Ltd. is a wholly-owned direct subsidiary of Shelly Bay Holdings, Inc. John Moore is the sole director, officer and shareholder of Shelly Bay Holdings, Inc. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Page 7 of 9 Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 27, 2002 --------------- Date SHELLY BAY HOLDINGS, INC. By: /s/ --------------------------------- Name: John Moore Title: President SHELLY BAY HOLDINGS, LTD. By: /s/ --------------------------------- Name: John Moore Title: President JOHN MOORE /s/ ---------------------------------------- Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----