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
Date of Report (Date of earliest event reported) October 1, 1998
EMISPHERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10615 13-3306985
(State or jurisdiction of (Commission File (I.R.S. Employer
incorporation or Number) Identification
organization) Number)
765 Old Saw Mill River Road
Tarrytown, New York 10591
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (914) 347-2220
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 8-K constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company, or industry results, to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors
include, among others, the following: uncertainties related to future test
results and viability of the Company's product candidates, which are in the
early stages of development; the need to obtain regulatory approval for the
Company's product candidates; the Company's dependence on partnerships with
pharmaceutical and other companies to develop manufacture and commercialize
products using the Company's drug delivery technologies; the Company's
dependence on the success of its joint venture with Elan Corporation plc
("Elan") for the development and commercialization of an oral heparin and
low molecular weight heparin product, its strategic alliance with Eli Lilly
and Company ("Lilly") for the development and commercialization of certain
of Lilly's therapeutic proteins and its research collaboration with
Novartis Pharma AG ("Novartis") to investigate the Company's technology for
oral delivery of two selected Novartis compounds; the risk of technological
obsolescence and risks associated with the Company's highly competitive
industry; the Company's dependence on patents and proprietary rights; the
Company's absence of profitable operations and need for additional capital;
the Company's dependence on others to manufacture the Company's chemical
compounds; the risk of product liability and policy limits of product
liability insurance; potential liability for human clinical trials; the
Company's dependence on key personnel and the quality, judgment and
strategic decisions of management and other personnel; uncertain
availability of third-party reimbursement for commercial medical products;
general business and economic conditions; and other factors referenced in
the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1997 and other periodic filings with the Securities and Exchange
Commission.
Item 4. Changes in Registrant's Certifying Accountants.
On October 1, 1998 Emisphere Technologies, Inc. (the "Company")
engaged PricewaterhouseCoopers LLP as the independent accountants to audit
the financial statements of Ebbisham Limited ("Ebbisham"), the joint
venture company owned equally by the Company and Elan Corporation plc.
PricewaterhouseCoopers LLP has served as the Company's auditors since
November of 1991.
KPMG, Ebbisham's independent chartered accountants upon whose opinion
PricewaterhouseCoopers LLP relied for the period from the commencement of
its operations on September 26, 1996 to July 31, 1997, will continue as
Ebbisham's independent chartered accountants but has been dismissed by the
Company with respect to an opinion upon which PricewaterhouseCoopers LLP
will rely for the fiscal year ended July 31, 1998.
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Neither PricewaterhouseCoopers LLP's report on the Company's financial
statements for the 1996 and 1997 fiscal years nor KPMG's report on Ebbisham
for the period from the commencement of its operations to July 31, 1997
contained an adverse opinion or disclaimer of opinion and neither report
was qualified or modified as to uncertainty, audit scope or accounting
principles. During the Company's 1996 and 1997 fiscal years and the
subsequent period preceding the dismissal of KPMG, there were neither (i)
disagreements with KPMG on any matter of accounting principles or practice,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG, would have
caused it to make reference to the subject matter thereof in connection
with its report nor (ii) any of the reportable events listed in paragraphs
(a)(1)(v)(A) through (D) of Item 304 of Regulation S-K promulgated under
the Securities Exchange Act of 1934, as amended.
Prior to the engagement of PricewaterhouseCoopers LLP as the independent
accountant to audit Ebbisham's financial statements, neither the Company
nor Ebbisham consulted with PricewaterhouseCoopers LLP regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Company's financial statements. The Company's decision to change
accountants with respect to the audit of Ebbisham's financial statements
was not recommended or approved by the audit committee of the Company's
Board of Directors.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
EMISPHERE TECHNOLOGIES, INC.
by /s/ Michael M. Goldberg
Date: October 1, 1998 Michael M. Goldberg, M.D.
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
16 letter dated October 1, 1998 from KPMG to the Securities and
Exchange Commission
1 October 1998
Securities and Exchange Commission
Washington, D.C. 20549
USA
Ladies and Gentlemen
We were previously principal accountants for Ebbisham Limited, a
joint venture company between Emisphere Technologies, Inc. and
Elan Corporation plc, and, under the date of October 28, 1997, we
reported on the financial statements of Ebbisham Limited for the
period from the commencement of its operations on September 26,
1996 to July 31, 1997 and as of July 31, 1997. On October 1,
1998 our appointment as principal accountants was terminated. We
have read Emisphere Technologies, Inc.'s statements included
under Item 4 on its Form 8-K dated October 1, 1998 and we agree
with the statements.
Yours faithfully
KPMG
Chartered Accountants
Registered auditors
Dublin, Ireland