SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 28, 1999
EMISPHERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10615 13-3306985
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(State or other (Commission (IRS Employer
jurisdiction File No.) Identification No.)
incorporation)
765 Old Saw Mill River Road, Tarrytown, New York 10591
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 347-2220
Item 5. Other Events.
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On October 28, 1999, Emisphere Technologies, Inc. (the "Company")
entered into an Underwriting Agreement with Hambrecht & Quist LLP (the
"Underwriter") with respect to the sale of up to 2,300,000 shares of common
stock par value $.01 per share (the "Common Stock") of the Company
(including 300,000 shares of Common Stock subject to an over-allotment option
granted to the Underwriter by the Company).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits:
The exhibit listed below relates to the Registration Statements (Nos.
333-23423 and 333-89073) on Form S-3 of the Company (the "Registrant") and is
filed herewith for incorporation by reference in such Registration Statements.
Exhibit number Description of Exhibit
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1.1 Underwriting Agreement dated October 28,
1999, between the Company and Hambrecht &
Quist LLP.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: October 28, 1999
EMISPHERE TECHNOLOGIES, INC.
/s/ Charles H. Abdalian
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Name: Charles H. Abdalian
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit number Description of Exhibit
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1.1 Underwriting Agreement dated October 28, 1999