UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 1, 2004
(Date of report)
CARACO PHARMACEUTICAL LABORATORIES, LTD.
(Exact name of registrant as specified in its charter)
Michigan 0-24676 38-2505723
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(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation) identification no.)
1150 Elijah McCoy Drive, Detroit, Michigan 48202
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(Address of principal executive offices)
(313) 871-8400
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
140.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities
As disclosed in a Form 8-K filed on February 19, 2004, Sun Pharmaceutical
Industries Limited ("Sun") acquired shares of common stock and options for
common stock from two former directors of registrant. The shares of common stock
were acquired for $9.00 per share and the rights to the options were acquired
for $9.00 per option less the exercise price of each option.
As of December 1, 2004, Sun has exercised all of the options as follows:
Number of Shares of Common Stock
Underlying the Options Exercise Price
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110,000 $3.50
100,000 $0.88
500,000 $1.50
666,666 $2.63
300,000 $1.31
2,400 $0.68
In the aggregate, registrant issued Sun 1,679,066 shares of common stock
upon exercise of the options for a total consideration of $3,367,630. Such
shares were issued pursuant to exemptions from registration under Section 4(2),
Section 4(6) and Regulation D under the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
CARACO PHARMACEUTICAL LABORATORIES, LTD.
Date: December 2, 2004 By: /s/ Jitendra N. Doshi
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Jitendra N. Doshi
Chief Executive Officer