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.# 224-11-3145)
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