As filed with the Securities and Exchange Commission on July 16, 1999
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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
July 2, 1999
Date of report (Date of earliest event reported)
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Emisphere Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 13-3306985
(State or Other Jurisdiction of Incorporation (IRS Employer Identification No.)
or Organization)
1-10615
(Commission File Number)
Emisphere Technologies, Inc.
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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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 2: Acquisition or Disposition of Assets.
On July 2, 1999, Emisphere Technologies, Inc. (the "Company") entered
into a series of transactions with Elan Corporation, plc and its affiliates,
which transactions are summarized in a press release attached as Exhibit 99.1
Item 7: Financial Statements and Exhibits.
(a) Financial Statements of Emisphere Technologies, Inc.
To be filed by amendment no later than September 15, 1999.
(b) Pro Forma Financial Information.
To be filed by amendment no later than September 15, 1999.
(c) Exhibits.
Exhibit Number Exhibit
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2.1 Termination Agreement, dated July 2, 1999, among the
Company, Elan Corporation, plc and Ebbisham Limited, now
a wholly owned subsidiary of the Company.*
2.2 Patent License Agreement, dated July 2, 1999,
between the Company and Elan Corporation, plc.*
2.3 Patent Assignment by Mary Martin and Kenneth Iain
Cumming in favor of Ebbisham Limited.
2.4 Note Purchase Agreement, dated July 2, 1999, between the
Company and Elan International Services, Ltd.*
2.5 Zero Coupon Note, dated July 2, 1999, issued by the
Company to Elan International Services, Ltd. for an initial
principal amount of $20 million.
2.6 Subscription Agreement, dated July 2, 1999, between the
Company and Elan International Management, Ltd.
2.7 Registration Rights Agreement, dated July 2, 1999, between
the Company and Elan International Management, Ltd.
2.8 Letter Agreement, dated July 2, 1999, between the Company
and Elan International Services, Ltd.*
99.1 Press Release of the Company, dated July 6, 1999.
*Contains provisions subject to a request for confidential treatment.
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SIGNATURE
Under 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.
EMISPHERE TECHNOLOGIES, INC.
By: /s/ Charles H. Abdalian, Jr.
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Name: Charles H. Abdalian, Jr.
Title: Chief Financial Officer
Date: July 16, 1999
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EXHIBIT INDEX
Exhibit
Number Exhibit
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2.1 Termination Agreement, dated July 2, 1999, among the
Company, Elan Corporation, plc and Ebbisham
Limited, now a wholly owned subsidiary of the
Company.*
2.2 Patent License Agreement, dated July 2, 1999, between the
Company and Elan Corporation, plc.*
2.3 Patent Assignment by Mary Martin and Kenneth Iain
Cumming in favor of Ebbisham Limited.
2.4 Note Purchase Agreement, dated July 2, 1999, between
the Company and Elan International Services, Ltd.*
2.5 Zero Coupon Note, dated July 2, 1999, issued by the
Company to Elan International Services, Ltd. for an
initial principal amount of $20 million.
2.6 Subscription Agreement, dated July 2, 1999, between
the Company and Elan International Management, Ltd.
2.7 Registration Rights Agreement, dated July 2, 1999,
between the Company and Elan International
Management, Ltd.
2.8 Letter Agreement, dated July 2, 1999, between the
Company and Elan International Services, Ltd.*
99.1 Press Release of the Company, dated July 6, 1999.
*Contains provisions subject to a request for confidential treatment.
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