Thursday, October 23, 2008 10:13:38 PM
RXEI - RxElite Holdings, Inc.
down 50% on abnormal volume
http://www.rxelite.com/
impressive, isn't it?
RxElite Holdings, Inc. develops, manufactures, and markets generic prescription drug products in specialty generic markets. These markets include products in the areas of anesthesia, sterile liquid dose drugs (including respiratory inhalation drugs, ophthalmics, and injectable drugs), and transdermal patch products.
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6105552
Common stock, $0.001 Par Value, 200,000,000 Share Authorized
Outstanding at August 8, 2008 Common Stock, $0.001 Par Value 116,315,303
Total Assets $38,525,958
Total Liabilities $20,138,492
NEWS: http://www.rxelite.com/news.php
EQUITY TRANSACTIONS
Common Stock
During the quarter ended June 30, 2008, the Company had no transactions related to common stock.
Options, Stock Appreciation Rights and Restricted Stock Units
During the quarter ended June 30, 2008, the Company had the following transactions related to options, stock appreciation rights and restricted stock units:
On May 2, 2008, the Company issued an option to purchase 628,700 shares of common stock with an exercise price of $0.285 per share for a total Black-Scholes value of $151,342 to its Chief Executive Officer, Jonathan Houssian.
On May 2, 2008, the Company issued an option to purchase 450,000 shares of common stock with an exercise price of $0.285 per share for a total Black-Scholes value of $108,325 to its Chief Operating Officer, Earl Sullivan.
On May 2, 2008, the Company issued an option to purchase 58,300 shares of common stock with an exercise price of $0.285 per share for a total Black-Scholes value of $14,034 to its Vice President of Administration.
.....
for an extra $0.285/share options check http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6105552 page 9 & 10
Summary:
Shares Weighted Average Weighted Black-Scholes Value
Outstanding, beginning of year 48,068,303 $0.91 $0.63
Granted 9,908,667 $0.38 $0.27
Expired/Cancelled (1,696,216 ) $0.58 $0.57
Exercised - $ - $ -
Outstanding, end of year 56,280,754 $ 0.83 $0.57
Exercisable 41,103,340 $0.91 $0.63
History: http://www.southridgetech.com/
NOTE 1 - ORGANIZATION AND MERGER
We develop and market generic prescription drug products in specialty generic markets in the areas of anesthesia, sterile liquid dose drugs (which includes ophthalmic and sterile inhalation respiratory products and injectible drugs) and active pharmaceutical ingredients (API).
We were formed as a Delaware limited liability company in November 2001 for the purpose of providing customized computing and communications services and solutions for small to medium-sized businesses. On August 24, 2005, we were converted into a Delaware corporation and changed our name from Southridge Technology Group, LLC to Southridge Technology Group, Inc. On July 13, 2007, we completed a reverse merger, pursuant to which a wholly-owned subsidiary of ours merged with and into a privately held Delaware corporation engaged in the development and marketing of generic pharmaceuticals, RxElite Holdings Inc., with the private company being the surviving company. In connection with the reverse merger, we discontinued our former business and succeeded to the business of RxElite Holdings Inc. as our sole line of business. For financial reporting purposes, RxElite Holdings Inc., and not us, is considered the accounting acquirer. Accordingly, the historical financial statements presented and the discussion of financial condition and results of operations herein are those of RxElite Holdings Inc. and do not include our historical financial results. Our July 13, 2007 merger is being accounted for as a reverse acquisition and recapitalization of RxElite Holdings Inc. for financial accounting purposes. Consequently, the assets and liabilities and the historical operations reflected in the financial statements prior to the merger are those of RxElite Holdings Inc. and recorded at the historical cost basis of RxElite Holdings, and the consolidated financial statements after completion of the merger includes our assets and liabilities and the assets and liabilities of RxElite Holdings Inc., historical operations of RxElite Holdings Inc. and our operations from the closing date of the merger.
On October 29, 2007, we amended our certificate of incorporation to change our name to “RxElite, Inc.” from “Southridge Technology Group, Inc.” and to increase the number of shares of authorized capital stock to 201,000,000, divided into two classes: 200,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Prior to the amendment, the number of shares of authorized capital stock was 99,000,000, divided into two classes: 98,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share.
On January 4, 2008, our wholly owned subsidiary, FineTech Pharmaceutical Ltd. (formerly known as RxElite Israel Ltd.), a company organized under the laws of the State of Israel (“FineTech Pharmaceutical”), entered into an asset purchase agreement to acquire substantially all of the assets of FineTech Laboratories, Ltd., a privately held company organized under the laws of the State of Israel (“FineTech”) (the “FineTech Acquisition”). In connection with the FineTech Acquisition, Dr. Arie Gutman, the sole owner of FineTech and currently the president of FineTech Pharmaceutical and a director of our company, agreed not to engage in certain activities that would be competitive with our or FineTech Pharmaceutical’s business and to assign the right to receive royalties with respect to the sale of certain pharmaceutical products to us. On January 22, 2008 we issued 18,632,383 shares of our common stock to Dr. Gutman in consideration for his non-competition undertaking and assignment of royalty rights. Dr. Gutman became a member of our Board of Directors effective on February 7, 2008 and currently serves as President of FineTech Pharmaceutical, Ltd.
Management:
Board of Directors
The Board of Directors are experienced executives of world-class corporations and are also experienced board members; guiding developing companies into industry leaders.
Peter Williams
Mr. Williams has served as a director since July 13, 2007 and became our Chairman on September 20, 2007. For more than five years prior to his retirement from the law firm of Clifford Chance Rogers & Wells in 2002, Mr. Williams was a senior partner at the firm and its predecessor Rogers & Wells. He remained as a consultant to the firm until 2003, when he became a Senior Counsel to the firm of Winston & Strawn LLP. Since leaving Winston & Strawn in 2006, Mr. Williams has been an independent consultant and international advisor including serving as director and chairman of the corporate governance and nominating Committee and a member of the audit committee of the board of directors at Par Pharmaceuticals (NYSE:PRX); serving as a member of the international advisory committee of RWE/Thames Water until 2006; and serving as a director of The Special Situations Funds.
--------------------------------------------------------------------------------
Jonathan Houssian
Mr. Houssian has served as our president and as a director since July 13, 2007. Mr. Houssian has also served as our chief executive officer since October 11, 2007, our chief financial officer since October 1, 2007 and as our secretary from July 13, 2007 until February 7, 2008. Mr. Houssian founded RxElite Holdings Inc. in December 2000 and has served as its president since that time. Mr. Houssian has a strong background in entrepreneurial growth, sales and finance. Prior to forming RxElite Holdings Inc., Mr. Houssian co founded Sisbro LLC a family investment office for a high net worth family based in Idaho, in March 1998 and served as its chief executive officer. As the chief executive officer of Sisbro LLC, Mr. Houssian launched, and was the managing partner of four investment partnerships with over $50 million in invested assets and directed over $20 million of venture capital investments focused in healthcare companies. He sat on the board of directors and was involved in developing and implementing strategy of several rapidly growing healthcare companies.
--------------------------------------------------------------------------------
Daniel Chen
Mr. Chen has served as a director since July 13, 2007. From July 13, 2007 to October 11, 2007, Mr. Chen served as our chief executive officer and treasurer, from August 17, 2007 to October 11, 2007, Mr. Chen served as our chief financial officer, and from July 13, 2007 to September 20, 2007, Mr. Chen served as our Chairman. Since September 20, 2007, Mr. Chen ceased serving as our principal executive officer and principal financial officer and his duties as chief executive officer, treasurer and chief financial officer were transferred to certain of our other officers. From November 2003 to October 11, 2007. Mr. Chen was the chief executive officer of RxElite Holdings Inc., (although his duties were transferred to other executive officers on September 20, 2007), and from November 2003 to September 20, 2007, Mr. Chen served as chairman of RxElite Holdings Inc. Prior to joining RxElite Holdings Inc., Mr. Chen was the founder and chief executive officer of Cendian Pharmaceuticals, Ltd., a generic drugs company, which later became part of RxElite Holdings Inc. in a merger transaction. Prior to joining Cendian Pharmaceuticals, Ltd., Mr. Chen was employed at LifeSpan Biosciences, Inc. as its vice president, marketing and business development. Prior to joining LifeSpan Biosciences, Inc., Mr. Chen joined ALARIS Medical Systems, Inc. in October 1997, and in that time, held increasingly senior commercial positions in both its domestic and international businesses.
--------------------------------------------------------------------------------
Mark Auerbach Mr. Auerbach has served as a director since July 13, 2007. Mr. Auerbach was a board member at Par Pharmaceuticals (NYSE:PRX), a specialty pharmaceutical company, from 1990 to September 2006, with his last position as its executive chairman of the board. Currently, he serves as chairman of the board at Neuro-Hitech, Inc. (NASD: NHPI), a biopharmaceutical company, and as a director and chairman of the audit committee at Optimer Pharmaceuticals (NASD:OPTR). Mr. Auerbach was a partner and a chief financial officer of Central Lewmar LP, a national fine paper merchant with sales of approximately $700M, from 1992 to 2005.
--------------------------------------------------------------------------------
David Rector
Mr. Rector has served as a director since September 24, 2007. Since 1985, Mr. Rector has been the Principal of The David Stephen Group, which provides enterprise consulting services to emerging and developing companies in a variety of industries. In addition, from 2004 until 2005, Mr. Rector was the President and Chief Executive Officer of Nanoscience Technologies, Inc., a development stage company engaged in the development of DNA nanotechnology, and from 2005 until 2006, Mr. Rector served as its Chief Operating Officer. From 1983 until 1985, Mr. Rector served as President and General Manager of Sunset Designs, Inc., a domestic and international manufacturer and marketer of consumer product craft kits, and a wholly-owned subsidiary of Reckitt & Coleman N.A. From 1982 until 1983, Mr. Rector served as National Accounts & International Manager of Sunset Designs, Inc. and from 1980 until 1982, Mr. Rector served as Sunset Designs, Inc.'s Marketing Manager. From 1972 until 1980, Mr. Rector served in various roles in both the financial and product marketing departments of Crown Zellerbach Corporation, a multi-billion dollar pulp and paper industry corporation. Mr. Rector also serves as a director of Superior Galleries, Inc., Nanoscience Technologies, Inc., CallKey International, Inc. and Senesco Technologies, Inc. Mr. Rector received a Bachelor of Science degree in business/finance from Murray State University in 1969.
--------------------------------------------------------------------------------
Frank Leo
Mr. Leo has served as a director since February 13, 2008. From January 2007 to December 2007 Mr. Leo was the chief executive officer of Morton Grave Pharmaceuticals and from April 2004 to December 2006 Mr. Leo provided health care and pharmaceutical executive consulting services. Prior thereto, From September 1998 to April 2004, Mr. Leo was a group president with Cardinal Health, Inc. and a member of its operating committee with responsibilities for its sterile drug manufacturing businesses and contract product development companies. During his tenure at Cardinal, Mr. Leo was instrumental in assisting in the development of Cardinal Health's overall strategy for the creation of its pharmaceutical technology and services segment and led the start up of its global generic initiative. Previously, Mr. Leo was chief operating officer for Automatic Liquid Packaging and prior thereto, over a 16-year period, Mr. Leo served in a variety of roles and along with his team created a highly valued contract sterile drug business that was subsequently sold to Cardinal Health. Mr. Leo has extensive experience and expertise in both drug and medical device products and has worked with private equity firms in identifying unique investment opportunities and has broad experience in managing companies and helping them create a strategic vision.
................... Nothing lasts forever ..................
down 50% on abnormal volume
http://www.rxelite.com/
impressive, isn't it?
RxElite Holdings, Inc. develops, manufactures, and markets generic prescription drug products in specialty generic markets. These markets include products in the areas of anesthesia, sterile liquid dose drugs (including respiratory inhalation drugs, ophthalmics, and injectable drugs), and transdermal patch products.
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6105552
Common stock, $0.001 Par Value, 200,000,000 Share Authorized
Outstanding at August 8, 2008 Common Stock, $0.001 Par Value 116,315,303
Total Assets $38,525,958
Total Liabilities $20,138,492
NEWS: http://www.rxelite.com/news.php
EQUITY TRANSACTIONS
Common Stock
During the quarter ended June 30, 2008, the Company had no transactions related to common stock.
Options, Stock Appreciation Rights and Restricted Stock Units
During the quarter ended June 30, 2008, the Company had the following transactions related to options, stock appreciation rights and restricted stock units:
On May 2, 2008, the Company issued an option to purchase 628,700 shares of common stock with an exercise price of $0.285 per share for a total Black-Scholes value of $151,342 to its Chief Executive Officer, Jonathan Houssian.
On May 2, 2008, the Company issued an option to purchase 450,000 shares of common stock with an exercise price of $0.285 per share for a total Black-Scholes value of $108,325 to its Chief Operating Officer, Earl Sullivan.
On May 2, 2008, the Company issued an option to purchase 58,300 shares of common stock with an exercise price of $0.285 per share for a total Black-Scholes value of $14,034 to its Vice President of Administration.
.....
for an extra $0.285/share options check http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6105552 page 9 & 10
Summary:
Shares Weighted Average Weighted Black-Scholes Value
Outstanding, beginning of year 48,068,303 $0.91 $0.63
Granted 9,908,667 $0.38 $0.27
Expired/Cancelled (1,696,216 ) $0.58 $0.57
Exercised - $ - $ -
Outstanding, end of year 56,280,754 $ 0.83 $0.57
Exercisable 41,103,340 $0.91 $0.63
History: http://www.southridgetech.com/
NOTE 1 - ORGANIZATION AND MERGER
We develop and market generic prescription drug products in specialty generic markets in the areas of anesthesia, sterile liquid dose drugs (which includes ophthalmic and sterile inhalation respiratory products and injectible drugs) and active pharmaceutical ingredients (API).
We were formed as a Delaware limited liability company in November 2001 for the purpose of providing customized computing and communications services and solutions for small to medium-sized businesses. On August 24, 2005, we were converted into a Delaware corporation and changed our name from Southridge Technology Group, LLC to Southridge Technology Group, Inc. On July 13, 2007, we completed a reverse merger, pursuant to which a wholly-owned subsidiary of ours merged with and into a privately held Delaware corporation engaged in the development and marketing of generic pharmaceuticals, RxElite Holdings Inc., with the private company being the surviving company. In connection with the reverse merger, we discontinued our former business and succeeded to the business of RxElite Holdings Inc. as our sole line of business. For financial reporting purposes, RxElite Holdings Inc., and not us, is considered the accounting acquirer. Accordingly, the historical financial statements presented and the discussion of financial condition and results of operations herein are those of RxElite Holdings Inc. and do not include our historical financial results. Our July 13, 2007 merger is being accounted for as a reverse acquisition and recapitalization of RxElite Holdings Inc. for financial accounting purposes. Consequently, the assets and liabilities and the historical operations reflected in the financial statements prior to the merger are those of RxElite Holdings Inc. and recorded at the historical cost basis of RxElite Holdings, and the consolidated financial statements after completion of the merger includes our assets and liabilities and the assets and liabilities of RxElite Holdings Inc., historical operations of RxElite Holdings Inc. and our operations from the closing date of the merger.
On October 29, 2007, we amended our certificate of incorporation to change our name to “RxElite, Inc.” from “Southridge Technology Group, Inc.” and to increase the number of shares of authorized capital stock to 201,000,000, divided into two classes: 200,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Prior to the amendment, the number of shares of authorized capital stock was 99,000,000, divided into two classes: 98,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share.
On January 4, 2008, our wholly owned subsidiary, FineTech Pharmaceutical Ltd. (formerly known as RxElite Israel Ltd.), a company organized under the laws of the State of Israel (“FineTech Pharmaceutical”), entered into an asset purchase agreement to acquire substantially all of the assets of FineTech Laboratories, Ltd., a privately held company organized under the laws of the State of Israel (“FineTech”) (the “FineTech Acquisition”). In connection with the FineTech Acquisition, Dr. Arie Gutman, the sole owner of FineTech and currently the president of FineTech Pharmaceutical and a director of our company, agreed not to engage in certain activities that would be competitive with our or FineTech Pharmaceutical’s business and to assign the right to receive royalties with respect to the sale of certain pharmaceutical products to us. On January 22, 2008 we issued 18,632,383 shares of our common stock to Dr. Gutman in consideration for his non-competition undertaking and assignment of royalty rights. Dr. Gutman became a member of our Board of Directors effective on February 7, 2008 and currently serves as President of FineTech Pharmaceutical, Ltd.
Management:
Board of Directors
The Board of Directors are experienced executives of world-class corporations and are also experienced board members; guiding developing companies into industry leaders.
Peter Williams
Mr. Williams has served as a director since July 13, 2007 and became our Chairman on September 20, 2007. For more than five years prior to his retirement from the law firm of Clifford Chance Rogers & Wells in 2002, Mr. Williams was a senior partner at the firm and its predecessor Rogers & Wells. He remained as a consultant to the firm until 2003, when he became a Senior Counsel to the firm of Winston & Strawn LLP. Since leaving Winston & Strawn in 2006, Mr. Williams has been an independent consultant and international advisor including serving as director and chairman of the corporate governance and nominating Committee and a member of the audit committee of the board of directors at Par Pharmaceuticals (NYSE:PRX); serving as a member of the international advisory committee of RWE/Thames Water until 2006; and serving as a director of The Special Situations Funds.
--------------------------------------------------------------------------------
Jonathan Houssian
Mr. Houssian has served as our president and as a director since July 13, 2007. Mr. Houssian has also served as our chief executive officer since October 11, 2007, our chief financial officer since October 1, 2007 and as our secretary from July 13, 2007 until February 7, 2008. Mr. Houssian founded RxElite Holdings Inc. in December 2000 and has served as its president since that time. Mr. Houssian has a strong background in entrepreneurial growth, sales and finance. Prior to forming RxElite Holdings Inc., Mr. Houssian co founded Sisbro LLC a family investment office for a high net worth family based in Idaho, in March 1998 and served as its chief executive officer. As the chief executive officer of Sisbro LLC, Mr. Houssian launched, and was the managing partner of four investment partnerships with over $50 million in invested assets and directed over $20 million of venture capital investments focused in healthcare companies. He sat on the board of directors and was involved in developing and implementing strategy of several rapidly growing healthcare companies.
--------------------------------------------------------------------------------
Daniel Chen
Mr. Chen has served as a director since July 13, 2007. From July 13, 2007 to October 11, 2007, Mr. Chen served as our chief executive officer and treasurer, from August 17, 2007 to October 11, 2007, Mr. Chen served as our chief financial officer, and from July 13, 2007 to September 20, 2007, Mr. Chen served as our Chairman. Since September 20, 2007, Mr. Chen ceased serving as our principal executive officer and principal financial officer and his duties as chief executive officer, treasurer and chief financial officer were transferred to certain of our other officers. From November 2003 to October 11, 2007. Mr. Chen was the chief executive officer of RxElite Holdings Inc., (although his duties were transferred to other executive officers on September 20, 2007), and from November 2003 to September 20, 2007, Mr. Chen served as chairman of RxElite Holdings Inc. Prior to joining RxElite Holdings Inc., Mr. Chen was the founder and chief executive officer of Cendian Pharmaceuticals, Ltd., a generic drugs company, which later became part of RxElite Holdings Inc. in a merger transaction. Prior to joining Cendian Pharmaceuticals, Ltd., Mr. Chen was employed at LifeSpan Biosciences, Inc. as its vice president, marketing and business development. Prior to joining LifeSpan Biosciences, Inc., Mr. Chen joined ALARIS Medical Systems, Inc. in October 1997, and in that time, held increasingly senior commercial positions in both its domestic and international businesses.
--------------------------------------------------------------------------------
Mark Auerbach Mr. Auerbach has served as a director since July 13, 2007. Mr. Auerbach was a board member at Par Pharmaceuticals (NYSE:PRX), a specialty pharmaceutical company, from 1990 to September 2006, with his last position as its executive chairman of the board. Currently, he serves as chairman of the board at Neuro-Hitech, Inc. (NASD: NHPI), a biopharmaceutical company, and as a director and chairman of the audit committee at Optimer Pharmaceuticals (NASD:OPTR). Mr. Auerbach was a partner and a chief financial officer of Central Lewmar LP, a national fine paper merchant with sales of approximately $700M, from 1992 to 2005.
--------------------------------------------------------------------------------
David Rector
Mr. Rector has served as a director since September 24, 2007. Since 1985, Mr. Rector has been the Principal of The David Stephen Group, which provides enterprise consulting services to emerging and developing companies in a variety of industries. In addition, from 2004 until 2005, Mr. Rector was the President and Chief Executive Officer of Nanoscience Technologies, Inc., a development stage company engaged in the development of DNA nanotechnology, and from 2005 until 2006, Mr. Rector served as its Chief Operating Officer. From 1983 until 1985, Mr. Rector served as President and General Manager of Sunset Designs, Inc., a domestic and international manufacturer and marketer of consumer product craft kits, and a wholly-owned subsidiary of Reckitt & Coleman N.A. From 1982 until 1983, Mr. Rector served as National Accounts & International Manager of Sunset Designs, Inc. and from 1980 until 1982, Mr. Rector served as Sunset Designs, Inc.'s Marketing Manager. From 1972 until 1980, Mr. Rector served in various roles in both the financial and product marketing departments of Crown Zellerbach Corporation, a multi-billion dollar pulp and paper industry corporation. Mr. Rector also serves as a director of Superior Galleries, Inc., Nanoscience Technologies, Inc., CallKey International, Inc. and Senesco Technologies, Inc. Mr. Rector received a Bachelor of Science degree in business/finance from Murray State University in 1969.
--------------------------------------------------------------------------------
Frank Leo
Mr. Leo has served as a director since February 13, 2008. From January 2007 to December 2007 Mr. Leo was the chief executive officer of Morton Grave Pharmaceuticals and from April 2004 to December 2006 Mr. Leo provided health care and pharmaceutical executive consulting services. Prior thereto, From September 1998 to April 2004, Mr. Leo was a group president with Cardinal Health, Inc. and a member of its operating committee with responsibilities for its sterile drug manufacturing businesses and contract product development companies. During his tenure at Cardinal, Mr. Leo was instrumental in assisting in the development of Cardinal Health's overall strategy for the creation of its pharmaceutical technology and services segment and led the start up of its global generic initiative. Previously, Mr. Leo was chief operating officer for Automatic Liquid Packaging and prior thereto, over a 16-year period, Mr. Leo served in a variety of roles and along with his team created a highly valued contract sterile drug business that was subsequently sold to Cardinal Health. Mr. Leo has extensive experience and expertise in both drug and medical device products and has worked with private equity firms in identifying unique investment opportunities and has broad experience in managing companies and helping them create a strategic vision.
................... Nothing lasts forever ..................
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