-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TfZAxbdGP/dZapVq8q0EYJMm56XNsy6qZ8tlcdMoO9fW5/t85dAuW7l3V1iErKuE +1KNfevJTyHTivMsywJuSw== 0001209191-07-050543.txt : 20070824 0001209191-07-050543.hdr.sgml : 20070824 20070824210029 ACCESSION NUMBER: 0001209191-07-050543 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070822 FILED AS OF DATE: 20070824 DATE AS OF CHANGE: 20070824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR ADVISORS LLC CENTRAL INDEX KEY: 0001284082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 071079445 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP ET AL STREET 2: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128721000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EMISPHERE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000805326 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133306985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 765 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9143472220 MAIL ADDRESS: STREET 1: 765 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL TECHNOLOGIES ASSOCIATES INC DATE OF NAME CHANGE: 19920128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors II LLC CENTRAL INDEX KEY: 0001301392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 071079443 BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 071079442 BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Capital Partners Master Account LP CENTRAL INDEX KEY: 0001354805 STATE OF INCORPORATION: 1A FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 071079446 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RACHESKY MARK H MD CENTRAL INDEX KEY: 0001194368 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 071079447 BUSINESS ADDRESS: STREET 1: NEOSE TECHNOLOGIES INC STREET 2: 102 WITMER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2122620005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners IIA LP CENTRAL INDEX KEY: 0001301390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 071079444 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-872-1000 MAIL ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 bny38812mhr01.xml MAIN DOCUMENT DESCRIPTION X0202 4 2007-08-22 0000805326 EMISPHERE TECHNOLOGIES INC EMIS 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 1 0 1 0 0001354805 MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001301390 MHR Institutional Partners IIA LP 40 WEST 57TH STREET 24TH FLLOR NEW YORK NY 10019 0 0 1 0 0001301392 MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2660 D Common Stock 3123626 I See footnote Common Stock 424818 I See footnote Common Stock 2007-08-22 4 P 0 129390 A 317369 I See footnote Common Stock 2007-08-22 4 P 0 325972 A 799549 I See footnote Warrants (right to buy) 3.948 2007-08-22 4 P 0 25878 A 2007-02-22 2012-08-21 Common Stock 25878 25878 I See footnote Warrants (right to buy) 3.948 2007-08-22 4 P 0 65195 A 2007-02-22 2012-08-21 Common Stock 65195 65195 I See footnote These shares of restricted stock vest in full on October 20, 2007. These securities are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account. MHR Fund Management LLC ("Fund Management") is a Delaware limited liability company that has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Master Account. These securities are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Capital Partners (100). The securities reported as having been acquired herein were purchased by the reporting person as units for $3.785 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.2 shares of common stock. Each warrant is exercisable into one share of common stock at an exercise price of $3.948. These securities are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors"), is the general partner of Institutional Partners II. Dr. Rachesky is the managing member of Institutional Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners II. These securities are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors is the general partner of Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners IIA. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for this or its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. /s/ Hal Goldstein, Attorney in Fact 2007-08-24 EX-99 2 y38812ex99.txt ADDITIONAL EXHIBITS MHR Capital Partners Master Account LP By: MHR Advisors LLC, as General Partner By: /s/ Hal Goldstein --------------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR Advisors LLC By: /s/ Hal Goldstein ------------------------------ Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR Institutional Partners IIA LP By: MHR Institutional Advisors II LLC, as General Partner By: /s/ Hal Goldstein ------------------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR Institutional Advisors II LLC By: /s/ Hal Goldstein ------------------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR FUND MANAGEMENT LLC By: /s/ Hal Goldstein --------------------------- Name: Hal Goldstein Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 -----END PRIVACY-ENHANCED MESSAGE-----