UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
EMISPHERE TECHNOLOGIES, INC.
----------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
291345106
---------
(CUSIP Number)
March 31, 2005
--------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
SCHEDULE 13G
CUSIP No. 291345106 Page 2 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MHR CAPITAL PARTNERS LP
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 3,680,123
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 3,680,123
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,680,123
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
15.32%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 291345106 Page 3 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MHR ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 4,187,501
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 4,187,501
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,187,501
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
17.35%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 291345106 Page 4 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MARK H. RACHESKY, M.D.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 4,187,501
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 4,187,501
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,187,501
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
17.35%
12 Type of Reporting Person (See Instructions)
IA
Page 5 of 10 Pages
Item 1(a) Name of Issuer:
Emisphere Technologies, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
765 Old Saw Mill River Road, Tarrytown, New York 10591
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) MHR Capital Partners LP ("Capital Partners");
ii) MHR Advisors LLC ("Advisors"); and
iii) Mark H. Rachesky, M.D. ("Dr. Rachesky").
This Statement relates to securities held for the accounts of
each of Capital Partners and MHR Capital Partners (100) LP, a Delaware limited
partnership ("Capital Partners (100)"). Advisors is the general partner of each
of Capital Partners and Capital Partners (100) and, in such capacity, may be
deemed to beneficially own the securities held for the accounts of each of
Capital Partners and Capital Partners (100). Dr. Rachesky is the managing member
of Advisors and, in such capacity, may be deemed to beneficially own the
securities held for the accounts of each of Capital Partners and Capital
Partners (100).
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of
Capital Partners, Advisors and Dr. Rachesky is 40 West 57th Street, 24th Floor,
New York, New York 10019.
Item 2(c) Citizenship:
i) Capital Partners is a Delaware limited partnership;
ii) Advisors is a Delaware limited liability company; and
iii) Dr. Rachesky is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number:
291345106
Page 6 of 10 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of the date hereof,
i) Capital Partners may be deemed to be the beneficial owner
of 3,680,123 Shares. This number consists of 2,856,736 Shares held for the
account of Capital Partners and 823,387 Shares issuable upon the exercise of
warrants held for the account of Capital Partners.
ii) Each of Advisors and Dr. Rachesky may be deemed to be the
beneficial owner of an aggregate of 4,187,501 Shares held for the accounts of
each of Capital Partners and Capital Partners (100). This number consists of A)
2,856,736 Shares held for the account of Capital Partners, B) 823,387 Shares
issuable upon the exercise of warrants held for the account of Capital Partners,
C) 393,264 Shares held for the account of Capital Partners (100), and D) 114,114
Shares issuable upon the exercise of warrants held for the account of Capital
Partners (100).
Item 4(b) Percent of Class:
The percentages set forth below are calculated based on the
assumption that the Issuer has approximately 23,201,522 Shares of common stock
issued and outstanding as of the date hereof.
i) The number of Shares of which each of Capital Partners may
be deemed to be the beneficial owner constitutes approximately 15.32% of the
total number of Shares outstanding.
ii) The number of Shares of which each of Advisors and Dr.
Rachesky may be deemed to be the beneficial owner constitutes approximately
17.35% of the total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
Capital Partners
----------------
(i) Sole power to vote or direct the vote: 3,680,123
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 3,680,123
(iv) Shared power to dispose or to direct the
disposition of: 0
Advisors
--------
(i) Sole power to vote or direct the vote: 4,187,501
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 4,187,501
(iv) Shared power to dispose or to direct the
disposition of: 0
Page 7 of 10 Pages
Dr. Rachesky
------------
(i) Sole power to vote or direct the vote: 4,187,501
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 4,187,501
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The partners of each of Capital Partners and Capital Partners
(100), including Advisors, have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the securities held for the
accounts of each of Capital Partners and Capital Partners (100) in accordance
with their respective ownership interests in Capital Partners and Capital
Partners (100).
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
Page 8 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: April 8, 2005 MHR CAPITAL PARTNERS LP
By: MHR Advisors LLC,
its General Partner
By: /s/ Hal Goldstein
----------------------------
Hal Goldstein,
Vice President
MHR ADVISORS LLC
By: /s/ Hal Goldstein
----------------------------
Hal Goldstein
Vice President
MARK H. RACHESKY, M.D.
By: /s/ Mark H. Rachesky, M.D.
----------------------------
Page 9 of 10 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of April 8, 2005, by
and among MHR Capital Partners LP, MHR Advisors LLC
and Mark H. Rachesky, M.D............................. 10
Page 10 of 10 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Initial Statement on Schedule 13G
with respect to the common stock of Emisphere Technologies, Inc., dated as of
April 8, 2005, is, and any amendments thereto (including amendments on Schedule
13D) signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934.
Date: April 8, 2005 MHR CAPITAL PARTNERS LP
By: MHR Advisors LLC,
its General Partner
By: /s/ Hal Goldstein
----------------------------
Hal Goldstein,
Vice President
MHR ADVISORS LLC
By: /s/ Hal Goldstein
----------------------------
Hal Goldstein
Vice President
MARK H. RACHESKY, M.D.
By: /s/ Mark H. Rachesky, M.D.
----------------------------