Rule 424(b)(3) and (c)
Registration No. 333-52461
Prospectus Supplement to Prospectus dated May 19, 1998
168,264 Shares
EMISPHERE TECHNOLOGIES, INC.
Common Stock
This Prospectus Supplement relates to the offer and sale of up to 168,264
shares (the "Shares") of the Common Stock, par value $.01 per share (the
"Common Stock"), of Emisphere Technologies, Inc. (the "Company") by certain
persons listed under the caption "Selling Shareholders" (collectively, the
"Selling Shareholders") that may be acquired from time to time by the Selling
Shareholders upon conversion of the Company's 5% Senior Secured Convertible
Notes due 1999 (the "Notes") and payment of interest on the Notes in shares in
lieu of cash.
While the Selling Shareholders have not advised the Company of any specific
plans for the distribution of the Shares, it is anticipated that the
distribution of the Shares may be effected from time to time by the Selling
Shareholders in one or more transactions for their own accounts (which may
include block transactions) in the over-the-counter market, on the Nasdaq
National Market or on any exchange on which the Common Stock may then be
listed, in negotiated transactions, through the writing of options on shares
(whether such options are listed on an options exchange or otherwise), or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Shareholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). The Selling Shareholders and any
participating brokers and dealers may be deemed to be "underwriters" as defined
in the Securities Act of 1933, as amended (the "Securities Act"). See "Selling
Shareholders".
The Common Stock is quoted on the Nasdaq National Market under the symbol
"EMIS". The last sale price of the Common Stock on June 22, 1999, as reported
on the Nasdaq National Market, was $7.25 per share.
All expenses of registration incurred in connection herewith are being
borne by the Company, but all selling and other expenses incurred by a Selling
Shareholder will be borne by the Selling Shareholder. None of the proceeds
from the sale of the Shares will be received by the Company.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" STARTING ON
PAGE 4 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECU-
RITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is June 24, 1999
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In addition to the documents referred to under "Documents Incorporated by
Reference" in the accompanying Prospectus, the following documents heretofore
filed by the Company with the Commission pursuant to the Exchange Act are
incorporated by reference in this Prospectus Supplement:
(1) Annual Report on Form 10-K for the fiscal year ended July 31, 1998;
(2) Quarterly Report on Form 10-Q for the quarter ended October 31, 1998;
(3) Quarterly Report on Form 10-Q for the quarter ended January 31, 1999; and
(4) Quarterly Report on Form 10-Q for the quarter ended April 30, 1999.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in or incorporated by reference into the
Prospectus and this Prospectus Supplement constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). 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: general economic and business conditions;
competition; the Company's dependence on other companies to develop and
commercialize products using the Company's technologies; uncertainty of results
of pre-clinical and clinical testing; risk of technological obsolescence; the
Company's dependence on other companies to manufacture the Company's products;
risk of product liability and liability for human clinical trials; uncertainty
of health care reform and third party reimbursement; the Company's dependence
on patents and proprietary rights; changes in business strategy or development
plans; quality of management; availability, terms and deployment of capital;
business abilities and judgment of personnel; availability of qualified
personnel; changes in, or the failure to comply with, government regulations;
failure to obtain regulatory approval for the Company's products; and other
factors referenced in the Prospectus and this Prospectus Supplement.
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<PAGE>
SELLING SHAREHOLDERS
The table below sets forth information regarding the Selling Shareholders
as of the date of this Prospectus Supplement as to (i) the name of each Selling
Shareholder (none of which have had positions, offices or other material
relationships with the Company during the past three years), (ii) the number of
shares of the Common Stock owned beneficially or of record by each such Selling
Shareholder, (iii) the number of shares of the Common Stock being offered
hereby from time to time by such Selling Shareholder and (iv) the number of
shares of the Common Stock to be owned by such Selling Shareholder after
completion of the offering, assuming all the Shares being offered from time to
time hereby are sold.
The Shares being offered hereby by the Selling Shareholders may be
acquired, from time to time, upon the conversion of $2,647,604 aggregate
principal amount of the Notes and the payment by the Company of interest on the
Notes in the form of Common Stock in lieu of cash. The Notes were acquired by
the Selling Shareholders from the Company in a private placement transaction
pursuant to certain Note Purchase Agreements dated as of May 1, 1998 and were
amended by certain Amendment Agreements dated as of June 24, 1999. The Notes
can be converted in whole or in part at any time at a conversion price equal to
the lowest five-day value based on the average of the high and low trading
price of the Common Stock as reported on the Nasdaq National Market for each of
the five consecutive trading days immediately preceding the date of conversion
provided that the conversion price may in no event be lower than $16.00 per
share or higher than $22.00 per share.
In accordance with registration rights granted to the Selling
Shareholders, the Company has filed with the Commission, under the Securities
Act, a Registration Statement on Form S-3, of which the Prospectus and this
Prospectus Supplement form a part, with respect to the resale of the Shares
from time to time on the Nasdaq National Market or in privately-negotiated
transactions and has agreed to prepare and file such amendments and supplements
to the Registration Statement as may be necessary to keep such Registration
Statement effective until the Shares are no longer required to be registered
for the sale thereof by the Selling Shareholders.
Ownership
Number of Number After Offering
Shares Owned of Shares ------------------
Prior to Being Number Percent
Name of Selling Shareholder Offering(1) Offered(4) of Shares of Class
- ---------------------------------- ------------ ---------- --------- --------
Delta Opportunity Fund, Ltd.(2)(3) 149,140 150,545 - -
OTATO Limited Partnership(3) 17,554 17,719 - -
___________________________
(1)Represents the respective number of shares beneficially owned on the date of
this Prospectus Supplement based on the principal amount of the Notes plus
accrued interest thereon to such date. Pursuant to the terms of the Notes,
a Selling Shareholder may not convert any portion of the Notes if such
conversion would increase such Selling Shareholder's beneficial ownership of
the Common Stock (other than those shares deemed owned because of the
ownership of the remaining portion of the Notes) to in excess of 4.9% of the
Common Stock outstanding.
(2)Diaz & Altschul Advisors, LLC, a New York limited liability company ("D&A
Advisors), serves as investment advisor to Delta Opportunity Fund, Ltd.
("Delta") and may be deemed to share beneficial ownership of the shares
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<PAGE>
beneficially owned by Delta by reason of shared power to dispose of the
portion of the Shares beneficially owned by Delta. D&A Advisors is
controlled by Diaz & Altschul Group, LLC ("D&A Group"). D&A Advisors and D&A
Group disclaim beneficial ownership of the portion of the Shares
beneficially owned by Delta.
(3)An affiliate of OTATO Limited Partnership serves as a trading consultant
to Delta and may be deemed to share beneficial ownership of the portion of
the Shares beneficially owned by Delta by reason of shared power to dispose
of the Shares beneficially owned by such Selling Shareholder. Such affiliate
disclaims beneficial ownership of such portion of the Shares.
(4)The number of shares offered exceeds the number of shares beneficially owned
on the date of this Prospectus Supplement because the number of shares that
a Selling Shareholder may acquire upon conversion of the Notes could be
higher based on the amount of accrued interest at the time of conversion.
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<PAGE>
No person is authorized in
connection with the offering made
hereby to give any information or to
make any representation not contained
or incorporated by reference in this
Prospectus Supplement, and any 168,264 shares
information or representation not
contained or incorporated herein must
not be relied upon as having been
authorized by the Company or the
Selling Shareholders. This
Prospectus Supplement does not
constitute an offer to sell or a EMISPHERE TECHNOLOGIES, INC.
solicitation of an offer to buy by
any person in any jurisdiction in
which it is unlawful for such person
to make such offer or solicitation.
Neither the delivery of this Common Stock
Prospectus Supplement at any time nor par value $.01 per share
any sale made hereunder shall under
any circumstance imply that the
information contained herein is
correct as of any date subsequent to
the date hereof.
__________
_____________
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Prospectus Supplement _____________
Page
Incorporation of Certain
Documents by Reference.... 2
Selling Shareholders........ 3
Prospectus June 24, 1999
Page
Available Information....... 2
Incorporation of Certain
Documents by Reference.... 2
Risk Factors................ 4
Selling Shareholders........ 13
Plan of Distribution........ 14
Legal Matters............... 15
Experts..................... 15
