Elite Pharmaceuticals Inc (ELTP)

[packerfanbud]

Some light reading for a Friday morning:

Just an overview of the documents recently filed and the rules governing them.

Filed on June 20, 2012

Pursuant to Rule 477 (“Rule 477”) promulgated under the Securities Act of 1933, as amended (the “Act”), Elite Pharmaceuticals, Inc. (the “Company”) hereby requests withdrawal of the above-referenced Registration Statement on Form S-1, together with all exhibits thereto (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2012.



The Company is withdrawing the Registration Statement and the Company will not proceed with the transactions pursuant to the Securities Purchase Agreement as disclosed in the Registration Statement. The Registration Statement has not been declared effective by the Commission, and no securities have been sold pursuant to the Registration Statement or the prospectus contained therein. The Company believes that the withdrawal of the Registration Statement is consistent with the public interest and protection of investors, as contemplated by Rule 477.



The Company may undertake a subsequent private offering in reliance on Act Rule 155(c).



It is our understanding that this request for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days after such date, the Company receives a notice from the Commission that this request will not be granted.
http://sec.gov/Archives/edgar/data/1053369/000114420412035554/v316497_rw.htm

Here is rule 477. I believe the first point is most relative to ELTP's filing

a.Except as provided in paragraph (b) of this section, any registration statement or any amendment or exhibit thereto may be withdrawn upon application if the Commission, finding such withdrawal consistent with the public interest and the protection of investors, consents thereto.


b.Any application for withdrawal of a registration statement filed on Form F-2 relating to a dividend or interest reinvestment plan, or on Form S-4 complying with General Instruction G of that Form, and/or any pre-effective amendment thereto, will be deemed granted upon filing if such filing is made prior to the effective date. Any other application for withdrawal of an entire registration statement made before the effective date of the registration statement will be deemed granted at the time the application is filed with the Commission unless, within 15 calendar days after the registrant files the application, the Commission notifies the registrant that the application for withdrawal will not be granted.


c.The registrant must sign any application for withdrawal and must state fully in it the grounds on which the registrant makes the application. The fee paid upon the filing of the registration statement will not be refunded to the registrant. The registrant must state in the application that no securities were sold in connection with the offering. If the registrant applies for withdrawal in anticipation of reliance on Rule 155(c), the registrant must, without discussing any terms of the private offering, state in the application that the registrant may undertake a subsequent private offering in reliance on Rule 155(c).


d.Any withdrawn document will remain in the Commission's public files, as well as the related request for withdrawal.
http://taft.law.uc.edu/CCL/33ActRls/rule477.html

Here is rule 155(c)

¦Rule 155(c) safe harbor for abandoned public offerings is available if:
¦no securities were sold during the registered offering. (This requirement will not be met if the issuer or its intermediary received any money or other form of consideration, including escrowed monies, for the securities);
¦the issuer withdraws the registration statement. See Rules 477 and 478 under the Securities Act:
¦the issuer and its intermediary do not commence the private offering earlier than thirty (30) calendar days after the effective date of withdrawal of the registration statement;
¦the issuer notifies each offeree in the private offering that the offering is not registered under the Securities Act and of the consequences that accompany a private placement, which include informing the investor that (a) the securities are restricted securities that can not be resold without registration unless an exemption is available and (b) purchasers do not have the protection of Section 11 of the Securities Act, which imposes civil liabilities on issuers on account of false registration statements; a registration statement for the abandoned public offering was filed and withdrawn;
¦any disclosure document used in the private offering discloses any changes in the issuer's business or financial condition that occurred after the issuer filed the registration statement and that are material to the investment decision in the private offering.
¦Under Rule 155(c), general solicitations occurring prior to the commencement of a 30-day cooling-off period do not affect the subsequent private offering. However, the private placement must otherwise be free of general solicitations and must otherwise qualify for an exemption from registration under Section 4(a)(2) or 4(a)(5) of the Securities Act or Rule 506 of Regulation D. In the SEC's view, this requirement will ensure that the private offering following the abandoned public offering is a bona fide private offering. The ban on general solicitations in private placements has not been lifted. However, in the SEC's view, a 30-day cooling-off period cures the impact of impermissible solicitations.
http://www.fwlaw.com/tabid/93/Default.aspx

The filing from June 12, 2012

On June 20, 2012, the Company filed a letter with the Securities and Exchange Commission (the “Commission”) requesting withdrawal of the Registration Statement on Form S-1 (the “Registration Statement”) that it had filed with the Commission on March 1, 2012. The Company had filed the Registration Statement in accordance with the terms of a Securities Purchase Agreement entered into by the Company on December 30, 2011. The withdrawal request will be deemed granted as of June 20, 2012 unless, within fifteen days after such date, the Company receives a notice from the Commission that this request will not be granted.



The Company is withdrawing the Registration Statement because, after discussions with the Commission’s staff, it determined that the transactions as structured in the Securities Purchase Agreement could not be implemented. Accordingly, the Company will not be proceeding with the financing under the Securities Purchase Agreement.


http://sec.gov/Archives/edgar/data/1053369/000114420412035848/v316637_8k.htm