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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-10615
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EMISPHERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3306985
(State or jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
765 Old Saw Mill River Road
Tarrytown, New York 10591
(Address of principal executive offices) (Zip Code)
(914) 347-2220
(Registrant's telephone number, including area code)
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for at least the past 90 days. Yes [X] No [_]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of the Registrant's common stock, $.01 par value,
outstanding as of August 10, 2001 was 17,855,197.
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EMISPHERE TECHNOLOGIES, INC.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2001
and December 31, 2000........................................... 3
Condensed Consolidated Statements of Operations for the three
months and six months ended June 30, 2001 and 2000.............. 4
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2001 and 2000............................. 5
Notes to Condensed Consolidated Financial Statements............. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk....... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................ 12
Item 2. Changes in securities and use of proceeds........................ 12
Item 3. Defaults upon Senior Securities.................................. 12
Item 4. Submission of Matters to a Vote for Security Holders............. 12
Item 5. Other Information................................................ 12
Item 6. Exhibits and Reports on Form 8-K................................. 13
SIGNATURES................................................................ 14
All other schedules and compliance information called for by the
instructions to Form 10-Q have been omitted because the required information is
not applicable or not present in amounts sufficient to require submission.
2
Item 1. FINANCIAL STATEMENTS
EMISPHERE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2001 and December 31, 2000
(in thousands, except share data)
(Unaudited)
June 30, December 31,
2001 2000
-------- ------------
ASSETS
Current assets:
Cash and cash equivalents............................... $ 23,313 $ 21,626
Investments............................................. 106,409 67,277
Receivables and other current assets.................... 5,633 5,302
-------- --------
Total current assets.................................. 135,355 94,205
Equipment and leasehold improvements, net................. 24,950 15,194
Purchased technology, net................................. 7,317 7,598
Investments............................................... 43,919 107,906
Other assets.............................................. 60 60
-------- --------
Total assets.......................................... $211,601 $224,963
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses.................. $ 7,685 $ 3,474
Deferred revenue....................................... 381 1,363
--------- ---------
Total current liabilities............................ 8,066 4,837
Note payable............................................. 26,705 24,846
Deferred liability....................................... 2,228 2,140
--------- ---------
Total liabilities.................................... 36,999 31,823
--------- ---------
Stockholders' equity:
Preferred stock, $.01 par value; authorized 1,000,000
shares; none issued and outstanding.................
Common stock, $.01 par value; authorized 40,000,000
shares; issued 17,812,000 shares (17,768,000
outstanding) as of June 30, 2001, and issued
17,704,000 shares (17,660,000 outstanding) as of
December 31, 2000................................... 178 177
Additional paid-in capital............................. 316,891 315,591
Note receivable from officer and director.............. (804) (804)
Accumulated deficit.................................... (142,108) (122,288)
Accumulated other comprehensive income................. 638 657
--------- ---------
174,795 193,333
Less, common stock held in treasury, at cost; 44,000
shares................................................ (193) (193)
--------- ---------
Total stockholders' equity........................... 174,602 193,140
--------- ---------
Total liabilities and stockholders' equity........... $ 211,601 $ 244,963
========= =========
The accompanying notes are an integral part of the financial statements
3
EMISPHERE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months and six months ended June 30, 2001 and 2000
(in thousands, except share data)
(Unaudited)
For the three months For the six months
ended ended
June 30, June 30,
---------------------- ----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Contract research revenues.... $ 1,358 $ 2,500 $ 2,917 $ 2,500
---------- ---------- ---------- ----------
Costs and expenses:
Research and development.... 11,282 6,534 20,674 12,705
General and administrative
expenses................... 2,475 1,554 4,401 2,839
Depreciation and
amortization............... 910 613 1,665 1,217
---------- ---------- ---------- ----------
14,667 8,701 26,740 16,761
Operating loss............ (13,309) (6,201) (23,823) (14,261)
---------- ---------- ---------- ----------
Investment income and expense:
Investment income........... 2,685 3,304 5,862 4,145
Interest expense............ (932) (808) (1,859) (1,617)
---------- ---------- ---------- ----------
1,753 2,496 4,003 2,528
Net loss...................... $ (11,556) $ (3,705) $ (19,820) $ (11,733)
========== ========== ========== ==========
Net loss per share, basic and
diluted...................... $ (0.65) $ (0.21) $ (1.12) $ (0.72)
---------- ---------- ---------- ----------
Weighted average shares
outstanding, basic and
diluted...................... 17,744,000 17,443,000 17,718,000 16,279,000
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements
4
EMISPHERE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2001 and 2000
(in thousands)
(Unaudited)
For the six months
ended June 30,
-------------------
2001 2000
-------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................ $(19,820) $ (11,733)
-------- ---------
Depreciation and amortization......................... 1,384 935
Amortization of purchased technology.................. 281 281
Amortization of discount on investments............... 468 --
Non-cash interest expense............................. 1,859 1,617
Non-cash compensation................................. 25 --
Adjustments to reconcile net loss to net cash used in
operating activities:
Increase in deferred lease liability.................. 88 57
Decrease in deferred revenue.......................... (982) --
Increase in receivables and other current assets...... (331) (1,866)
Increase in accounts payable and accrued expenses..... 4,130 728
-------- ---------
Total adjustments................................... 6,922 1,752
-------- ---------
Net cash used in operating activities............. (12,898) (9,981)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturity of investments................... 86,166 --
Purchases of investments................................ (61,797) (124,748)
Capital expenditures.................................... (11,059) (292)
-------- ---------
Net cash provided by (used in) investing
activities....................................... 13,310 (125,040)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of options....................... 1,275 2,805
Proceeds from public stock offering..................... -- 188,143
-------- ---------
Net cash provided by financing activities......... 1,275 190,948
-------- ---------
Net increase in cash and cash equivalents......... 1,687 55,927
Cash and cash equivalents, beginning of period............ 21,626 26,821
-------- ---------
Cash and cash equivalents, end of period.................. $ 23,313 $ 82,748
======== =========
The accompanying notes are an integral part of the financial statements
5
EMISPHERE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Interim Financial Statements
The accompanying unaudited Condensed Consolidated financial statements of
Emisphere Technologies, Inc. have been prepared in accordance with generally
accepted accounting principles for interim financial information and the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all information and disclosures necessary for a presentation of
Emisphere's financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles.
In the opinion of management, the accompanying Condensed Consolidated
Statements of Operations for the three and six months ended June 30, 2001 and
2000, Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2001 and 2000, and the Condensed Consolidated Balance Sheets as of
June 30, 2001 and December 31, 2000 reflect all adjustments, consisting only of
normal recurring accruals, necessary for a fair presentation of Emisphere's
financial position, results of operations, and cash flows for such periods and
as of such dates. These financial statements should be read in conjunction with
the financial statements and notes thereto contained in Emisphere's Annual
Report on Form 10-K for the fiscal year ended July 31, 2000 and Transition
Report on Form 10-Q for the transition period from August 1, 2000 to December
31, 2000. The December 31, 2000 Condensed Consolidated Balance Sheet data were
derived from audited financial statements, but do not include all disclosures
required by generally accepted accounting principles.
The results of operations for any interim period are not necessarily
indicative of the results for the full year.
Emisphere expects to continue to incur a substantial increase in heparin
solution clinical development expenses during the remainder of 2001, as the
product candidate continues through its Phase III clinical trials. In addition,
we expect to expand development of our proprietary products, including oral
insulin and sodium cromolyn and continue our ongoing first in-human study with
our heparin tablet formulation. As a result, we expect to continue to incur
increasing operating losses in 2001 over those incurred in 2000.
2. Net Loss Per Share
Net loss per share, basic and diluted, is computed using the weighted
average number of shares of Emisphere's common stock outstanding during the
period. Had Emisphere been in a net income position, diluted earnings per share
would have included the shares used in the computation of basic net loss per
share, as well as an additional 4,867,334 and 4,637,237 shares for the three
months ended June 30, 2001 and 2000, respectively, and 4,928,584 and 4,638,237
shares for the six months ended June 30, 2001 and 2000, respectively, relating
to outstanding options (after application of the Treasury Stock Method).
3. Comprehensive Loss
Emisphere's comprehensive loss was comprised of net loss adjusted for the
change in net unrealized gain or loss on investments. Comprehensive loss
amounted to approximately $10.9 million and $3.6 million for both the three
months ended June 30, 2001 and 2000, respectively and to approximately $19.2
million and $11.7 million for both the six months ended June 30, 2001 and 2000,
respectively.
4. Future Impact of Recently Issued Accounting Standards
Statement of Financial Accounting Standards No. 141 ("FAS 141"), Business
Combinations, requires that the purchase method of accounting be used for all
business combinations for which the date of acquisition is after June 30, 2001,
establishes specific criteria for the recognition of intangible assets
separately from goodwill, and requires unallocated negative goodwill to be
written off immediately as an extraordinary gain (instead of being deferred and
amortized).
6
Statement of Financial Accounting Standards No. 142 ("FAS 142"), Goodwill
and Other Intangible Assets addresses the accounting for goodwill and
intangible assets subsequent to their acquisition. FAS 142 requires that
goodwill and indefinite lived intangible assets will no longer be amortized;
goodwill will be tested for impairment at least annually at the reporting unit
level; intangible assets deemed to have an indefinite life will be tested for
impairment at least annually; and the amortization period of intangible assets
with finite lives will no longer be limited to forty years. The provisions of
FAS 142 will be effective for fiscal years beginning after December 15, 2001
and must be applied prospectively.
Management is currently assessing the future implication of such adoption on
the Company's financial statements.
7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this quarterly
report that do not relate to present or historical conditions are "forward
looking statements" within the meaning of that term in Section 21E of the
Securities Exchange Act of 1934, as amended. Additional oral or written
statements may be made from time to time, and such statements may be included
in documents filed with the Securities and Exchange Commission. Such forward-
looking statements involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performance or achievements of
Emisphere to be materially different from those expressed or implied by such
forward-looking statements. Such factors include, but are not limited to, those
factors referenced in Item 5 to this quarterly report. Emisphere encourages you
to read all statements in this quarterly report in conjunction with Item 5.
General
Emisphere is a biopharmaceutical company specializing in the oral delivery
of therapeutic macromolecules and other compounds that are not currently
deliverable by oral means. Since our inception in 1986, Emisphere has devoted
substantially all of its efforts and resources to research and development
conducted on its own behalf and through collaborations with corporate partners
and academic research institutions. We have no product sales to date. Our major
sources of working capital have been proceeds from various public and private
equity and debt financings, reimbursement of expenses and other payments from
corporate partners, and income earned on the investment of available funds.
Neither inflation nor seasonality significantly affects our operations.
Results of Operations
Three months ended June 30, 2001 compared to three months ended June 30, 2000
Contract research revenues were $1.4 million in the second quarter of 2001.
Revenues for the quarter ended June 30, 2001 related to research and
development expense reimbursement primarily under our collaborative agreements
with Eli Lilly and Company. Revenues decreased by $1.1 million compared to the
second quarter of 2000 in which revenues consisted of a non-recurring $2.5
million license payment from Novartis. Costs of contract research revenues
approximate such revenues and are included in research and development
expenses.
Total operating expenses were $14.7 million in the quarter ended June 30,
2001 an increase of $6.0 million, or 69%, as compared to the same period in
2000. The higher operational expenses were primarily due to the integration of
the recently acquired research facility in Farmington, CT, expansion of
existing laboratory resources, the hiring of additional research personnel and
higher clinical spending. This increase was anticipated to advance the pipeline
of proprietary and partnered product candidates into and through the clinic.
The details of this increase are as follows:
Research and development costs were $11.3 million in the quarter ended June
30, 2001, an increase of $4.7 million or 73%, as compared to the same period in
2000. This increase is primarily comprised of salaries, PROTECT trial expenses,
clinical trial expense, drug acquisition, manufacturing expenses and outside
laboratory fees associated with increased activities under collaborative and
proprietary development programs and increased scientific staff to support
these programs.
General and administrative expenses were $2.5 million in the quarter ended
June 30, 2001, an increase of $0.9 million, or 59%, compared to the same period
in 2000. This increase is primarily the result of additional staff, occupancy
and patent related costs needed to support our expanded levels of research and
development efforts.
8
Depreciation and amortization costs were $0.9 million in the quarter ended
June 30, 2001, an increase of $0.3 million, or 48%, as compared to the same
period in 2000. This increase is mainly the result of amortization expense for
leasehold improvements related to additional laboratory and office space made
during the twelve months period ended June 30, 2001.
As a result of the above, our operating loss was $13.3 million in the
quarter ended June 30, 2001, an increase of $7.1 million as compared to $6.2
million operating loss for the quarter ended June 30, 2000.
Other income and expense decreased to approximately $1.8 million of income,
as compared to $2.5 million of income in the same period in 2000. The change is
primarily the result of a decrease in investment income of $0.6 million in
addition to an increase in interest expense of $0.1 million. The decrease in
investment income resulted from lower cash and investment balances and lower
interest rates.
Based on the above, we sustained a net loss of $11.6 million in the quarter
ended June 30, 2001 as compared to a net loss of $3.7 million in the same
period of 2000.
Six months ended June 30, 2001 compared to Six months ended June 30, 2000
Contract research revenues were $2.9 million in the first six months of
2001. Revenues for the six months ended June 30, 2001 related to research and
development expense reimbursement primarily under our collaborative agreements
with Eli Lilly and Company. Revenues recorded in the first six months of 2000
were $2.5 million as described above. Costs of contract research revenues
approximate such revenues and are included in research and development
expenses.
Total operating expenses were $26.7 million for the six months ended June
30, 2001 an increase of $10.0 million, as compared to the same period in 2000.
The operating expense increase was due to the expansion in research consistent
with the quarterly information discussed above. The details of this increase
are as follows:
Research and development costs were $20.7 million for the six months ended
June 30, 2001, an increase of $8.0 million or 63%, as compared to the same
period in 2000. This increase is primarily comprised of salaries, PROTECT trial
expenses, clinical trial expenses, drug acquisition, manufacturing expenses and
outside laboratory fees associated with increased activities under
collaborative and proprietary development programs and increased scientific
staff to support these programs.
General and administrative expenses were $4.4 million for the six months
ended June 30, 2001, an increase of $1.6 million, or 55%, as compared to the
same period in 2000. This increase is primarily the result of additional staff,
occupancy and patent related expenses needed to support our expanded levels of
research and development effort.
Depreciation and amortization costs were $1.7 million for the six months
ended June 30, 2001, an increase of $0.4 million, or 37%, as compared to the
same period of 2000. This increase is mainly the result of amortization expense
for leasehold improvements related to additional laboratory and office space
made during 2000 and the first six months of 2001.
As a result of the above, our operating loss was $23.8 million for the six
months ended June 30, 2001, an increase of $9.6 million as compared to an
operating loss of $14.3 million for the six months ended June 30, 2000.
Other income and expense increased to approximately $4.0 million of income,
compared to $2.5 million of income in the same period of 2000. The change is
primarily the result of an increase in investment income of $1.7 million,
partially offset by an increase in interest expense of $0.2 million. The
increase in investment income resulted from higher cash and investment balances
from the sale of common stock in the follow-on public offering completed in
March 2000.
9
Based on the above, we sustained a net loss of $19.8 million for the six
months ended June 30, 2001, as compared to a net loss of $11.7 million in the
same period of 2000.
The weighted average shares outstanding for the six-months ended June 30,
2001 were 17.7 million, an increase of 1.4 million shares (9%) over the prior
year. This increase in shares resulted primarily from a follow-on offering
completed in March 2000.
Liquidity and Capital Resources
As of June 30, 2001, total cash, cash equivalents and investments was $173.6
million, a decrease of $23.2 million as compared to December 31, 2000.
Net cash used in operations was $12.9 million in the six months period ended
June 30, 2001, as compared to $10.0 million in the six months period ended June
30, 2000. This increase is primarily the result of our expanded research
efforts for both proprietary and partnered product candidates.
Cash provided by investing activities was $13.3 million in the six months
period ended June 30, 2001, as compared to $125.0 million of cash used in the
same period of 2000. The $138.3 million change mainly resulted from the
purchase of investments using the proceeds from the public stock offering.
During the six months period ended June 30, 2001 proceeds from matured
investments totaled $86.2 million, which were partially offset by reinvestment
of $61.8 in securities and reclassification of the remainder as cash
equivalents. Capital expenditures amounted to approximately $11.0 million in
the six months period ended June 30, 2001, as compared to $0.3 million for the
same period in 2000. The increase in capital expenditures is due to the build-
out of additional laboratory space at our Tarrytown, New York leased facilities
and approximately $3.3 million related to the purchase of the Farmington,
Connecticut research facility in April 2001.
Cash provided by financing activities decreased by $189.7 million due to a
secondary follow-on stock offering that was completed in March of the previous
year and not repeated in the current year.
We expect to incur a substantial increase in heparin solution clinical
development expenses, as the product candidate continues through its Phase III
clinical development. In addition, we also expect to continue expanding
development of our other proprietary products, including, but not limited to,
oral insulin and sodium cromolyn and continue our ongoing first in-human
studies with our heparin tablet formulation. As a result, we expect to continue
to incur increasing operating losses and that our cash requirements to fund
these losses will increase accordingly. These cash requirements include, but
are not limited to, increases in personnel and personnel related costs,
purchases of capital equipment, further facilities expansion and outside
laboratory fees.
We expect that cash, cash equivalents, investments and the related projected
interest income, along with committed funding from our corporate partners, will
be adequate to meet our liquidity requirements for at least the next two years.
Future Impact of Recently Issued Accounting Standards
Statement of Financial Accounting Standards No. 141 ("FAS 141"), Business
Combinations, requires that the purchase method of accounting be used for all
business combinations for which the date of acquisition is after June 30, 2001,
establishes specific criteria for the recognition of intangible assets
separately from goodwill, and requires unallocated negative goodwill to be
written off immediately as an extraordinary gain (instead of being deferred and
amortized).
Statement of Financial Accounting Standards No. 142 ("FAS 142"), Goodwill
and Other Intangible Assets addresses the accounting for goodwill and
intangible assets subsequent to their acquisition. FAS 142 requires that
goodwill and indefinite lived intangible assets will no longer be amortized;
goodwill will be tested for impairment at least annually at the reporting unit
level; intangible assets deemed to have an indefinite life will be tested for
impairment at least annually; and the amortization period of intangible assets
with finite lives will no longer be limited to forty years. The provisions of
FAS 142 will be effective for fiscal years beginning after December 15, 2001
and must be applied prospectively.
10
Management is currently assessing the future implication of such adoption on
the Company's financial statements.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our primary investment objective is to preserve principal while maximizing
yield without significantly increasing our risk. Our investments consist of
U.S. Treasuries, commercial paper and corporate notes. Our investments at
market value totaled $150.3 million at June 30, 2001. Approximately $83.4
million of these investments had fixed interest rates, and $66.9 million had
interest rates that were variable.
Due to the conservative nature of our short-term fixed interest rate
investments, we do not believe that we have a material exposure to interest
rate risk. Our fixed interest rate long-term investments are sensitive to
changes in interest rates. Interest rate changes would result in a change in
the fair value of these investments due to differences between the market
interest rate and the rate at the date of purchase of the investment. A 100
basis point increase in the June 30, 2001 market interest rates would result in
a decrease of approximately $0.3 million in the market values of these
investments.
11
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Emisphere amended its Rights Agreement relating to our preferred stock
purchase rights entered into on February 23, 1996, between Continental Stock
Transfer and Trust Company and Emisphere, by entering into the First Amendment
to Rights Agreement dated June 7, 2001 among Mellon Investor Services, LLC,
Continental Stock Transfer and Trust Company and Emisphere.
The First Amendment to Rights Agreement amends our Rights Agreement to
reflect the withdrawal of Continental Stock Transfer and Trust Company as
Rights Agent, and the appointment of Mellon Investor Services LLC as successor
Rights Agent. The First Amendment to Rights Agreement also modifies our Rights
Agreement to reflect certain other updating and conforming changes which were
approved by our Board of Directors.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements under the captions "Management's Discussion and Analysis
of Financial Conditions and Results of Operations" (Item 2) and the notes to
Emisphere's unaudited financial statements (Item 1) as well as certain oral
statements made from time to time by representatives of the Company constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward looking statements include (but
are not limited to) statements regarding: planned or expected studies and
trials of oral formulations that utilize Emisphere's technology; the timing of
the development and commercialization of Emisphere's products; potential
products that may be developed using Emisphere's technology; the potential
market size, advantages or therapeutic uses of Emisphere's products; and the
sufficiency of Emisphere's available capital resources to meet its funding
needs. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause Emisphere's actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These factors include, among others, the following: the success of
Emisphere's oral heparin product and Emisphere's ability to find a marketing
partner to help us commercialize it; prospects for Emisphere's salmon
calcitonin, recombinant parathyroid hormone, recombinant growth hormone,
Axokine, and Daptomycin product candidates; the viability of Emisphere's
product candidates, most of which, other than liquid oral heparin, are in the
early stages of development; the need to obtain regulatory approval for
Emisphere's liquid oral heparin and other product candidates; Emisphere's
dependence on collaborative partners to develop and commercialize products;
Emisphere's ability to fund such efforts with or without partners and
uncertainty as to the timing and outcome commercialization decisions made by
Emisphere's collaborative partners; Emisphere's absence of profitable
operations and need for additional capital; Emisphere's dependence on patents
and proprietary rights; and other factors described in this Report and
Emisphere's Annual Report on Form 10-K for the fiscal year ending July 31, 2000
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Risk Factors".
12
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Description of Exhibit
-------------- ----------------------
3.1 Restated Certificate of Incorporation of Emisphere dated June
13, 1997, as amended by the Certificate of Amendment dated
February 5, 1999 (filed as Exhibit 3(i) to the Quarterly Report
on Form 10-Q for the quarterly period ended January 31, 1999,
filed on March 16, 1999).
3.2 By-Laws of Emisphere, as amended December 7, 1998 (filed as
Exhibit 3(ii) to the Quarterly Report on Form 10-Q for the
quarterly period ended January 31, 1999, filed on March 16,
1999).
(b) Reports on Form 8-K
None
13
SIGNATURES
Pursuant to the requirement 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.
Date: August 13, 2001
Emisphere Technologies, Inc.
/s/ Michael M. Goldberg
-------------------------------------
Michael M. Goldberg
Chairman, President and Chief
Executive Officer
/s/ Friedrich K. Pfetsch
-------------------------------------
Friedrich K. Pfetsch
Controller and Chief Accounting
Officer
(Principal Accounting Officer)
14