UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ELITE PHARMACEUTICALS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 VALUE PAR SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
28659T200
--------------------------------------------------------------------------------
(CUSIP Number)
MARCH 10, 2006
--------------------------------------------------------------------------------
(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 the
disclosures 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).
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1745 (12-02)
CUSIP No. 28659T200 13G Page 2 of 8 Pages
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MARK FAIN
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER 212,333
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,145,333
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 212,333
REPORTING
PERSON WITH: 8. SHARED DISPOSTIVE POWER 1,145,333
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,145,333
--------------------------------------------------------------------------------
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) 5.9%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
--------------------------------------------------------------------------------
CUSIP No. 28659T200 13G Page 3 of 8 Pages
--------------------------------------------------------------------------------
13. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CHAD COMITEAU
--------------------------------------------------------------------------------
14. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b) |X|
--------------------------------------------------------------------------------
15. SEC USE ONLY
--------------------------------------------------------------------------------
16. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
NUMBER OF 17.
SHARES SOLE VOTING POWER 218,765
BENEFICIALLY 18.
OWNED BY SHARED VOTING POWER 1,151,765
EACH 19.
REPORTING SOLE DISPOSITIVE POWER 218,765
PERSON WITH: 20.
SHARED DISPOSTIVE POWER 1,151,765
--------------------------------------------------------------------------------
21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,151,765
--------------------------------------------------------------------------------
22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
--------------------------------------------------------------------------------
24. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
--------------------------------------------------------------------------------
CUSIP No. 28659T200 13G Page 4 of 8 Pages
ITEM 1.
(a) Name of Issuer:
ELITE PHARMACEUTICALS, INC.
(b) Address of Issuer's Principal Executive
165 LUDLOW AVENUE, NORTHVALE,
NJ 07647 Offices:
ITEM 2.
(a) Name of Person Filing:
THIS STATEMENT IS FILED BY MARK FAIN AND CHAD COMITEAU.
(b) Address of Principal Business Office or, if none, Residence:
THE ADDRESS OF THE PRINCIPAL BUSINESS OFFICE OF EACH OF THE
REPORTING PERSONS IS 237 PARK AVENUE, SUITE 900, NEW YORK, NY 10017
(c) Citizenship:
US
(d) Title of Class of Securities:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(e) CUSIP Number:
28659T200
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
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)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); [ ] A church plan that is
excluded from the definition of an investment company
(i) [ ] under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
CUSIP No. 28659T200 13G Page 5 of 8 Pages
ITEM 4. OWNERSHIP.
A. Mark Fain
(a) Amount beneficially owned: As of March 10, 2006, Mark Fain
beneficially owned 1,145,333 shares of
Common Stock of Elite Pharmaceuticals,
Inc., which amount includes (i) 179,000
shares beneficially owned by Mr. Fain
over which he has sole voting power and
sole dispositive power; (ii) 33,333
convertible shares beneficially owned by
Mr. Fain over which he has sole voting
power and sole dispositive power; (iii)
33,000 shares beneficially owned by
Stratford Management Money Purchase
Pension Plan over which Mr. Fain has
shared voting power and shared
dispositive power; (iv) 750,000 shares
beneficially owed by Stratford Partners,
L.P. of which Mr. Fain is a Managing
Member, and over which Mr. Fain has
shared voting power and shared
dispositive power; and (v) 150,000
convertible shares beneficially owed by
Stratford Partners, L.P. over which Mr.
Fain has shared voting power and shared
dispositive power.
(b) Percent of class: 5.9% beneficially owned by Mr. Fain.
Calculation of percentage of beneficial
ownership is based on 19,190,159 shares
of Issuer's Common Stock outstanding on
March 31, 2006 as reported by the Issuer
in its Prospectus filed on April 26,
2006, on Form 424B for the period ended
March 31, 2006.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 212,333
(ii) Shared power to vote or to direct the vote: 1,145,333
(iii) Sole power to dispose or to direct the
disposition of: 212,333
(iv) Shared power to dispose or to direct the
disposition of: 1,145,333
CUSIP No. 28659T200 13G Page 6 of 8 Pages
B. Chad Comiteau
(a) Amount beneficially owned: As of March 10, 2006, Chad Comiteau
beneficially owned 1,151,765 shares of
Common Stock of Elite Pharmaceuticals,
Inc., which amount includes (i) 186,100
shares beneficially owned by Mr.
Comiteau over which he has sole voting
power and sole dispositive power; (ii)
32,665 convertible shares beneficially
owned by Mr. Comiteau over which he has
sole voting power and sole dispositive
power; (iii) 33,000 shares beneficially
owned by Stratford Management Money
Purchase Pension Plan over which he has
shared voting power and shared
dispositive power; (iv) 750,000 shares
beneficially owed by Stratford Partners,
L.P. of which Mr. Comiteau is a Managing
Member, and over which Mr. Comiteau has
shared voting power and shared
dispositive power; and (v) 150,000
convertible shares beneficially owed by
Stratford Partners, L.P. over which Mr.
Comiteau has shared voting power and
shared dispositive power.
(b) Percent of class: 5.9% beneficially owned by Mr. Comiteau.
Calculation of percentage of beneficial
ownership is based on 19,190,159 shares
of Issuer's Common Stock outstanding on
March 31, 2006 as reported by the Issuer
in its Prospectus filed on April 26,
2006, on Form 424B for the period ended
March 31, 2006.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 218,765
(ii) Shared power to vote or to direct the vote: 1,151,765
(iii) Sole power to dispose or to direct the
disposition of: 218,765
(iv) Shared power to dispose or to direct the
disposition of: 1,151,765
ITEM 5-9 Not Applicable
Filing of this statement by Mssrs. Fain and Comiteau shall not bee deemed an
admission that they beneficially own the securities reported herein as held in
customer accounts at Stratford Partners, L.P. Mssrs. Fain and Comiteau expressly
disclaim beneficial ownership of all securities held in such customer accounts.
No single client's interest as reported in the customer accounts at Stratford
Partners, L.P. exceeds 5% of the outstanding Common Stock of the Issuer.
CUSIP No. 28659T200 13G Page 7 of 8 Pages
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(b):
(a) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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. [X]
CUSIP No. 28659T200 13G Page 8 of 8 Pages
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.
May 8, 2006
-----------
Date
/s/ Mark Fain
-------------
Signature
Mark Fain
---------
Name/Title
May 8, 2006
-----------
Date
/s/ Chad Comiteau
-----------------
Signature
Chad Comiteau
-------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)