0001181431-13-026703.txt : 20130509 0001181431-13-026703.hdr.sgml : 20130509 20130509172511 ACCESSION NUMBER: 0001181431-13-026703 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130507 FILED AS OF DATE: 20130509 DATE AS OF CHANGE: 20130509 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: 13830151 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: 240 CEDAR KNOLLS RD. STREET 2: SUITE 200 CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 BUSINESS PHONE: 973-532-8000 MAIL ADDRESS: STREET 1: 240 CEDAR KNOLLS RD. STREET 2: SUITE 200 CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL TECHNOLOGIES ASSOCIATES INC DATE OF NAME CHANGE: 19920128 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: 13830154 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 FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 13830139 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 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: 13830147 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners II LP CENTRAL INDEX KEY: 0001301391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 13830149 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 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: 13830145 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 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: 13830152 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: MHR Holdings LLC CENTRAL INDEX KEY: 0001552702 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 13830137 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: MHRC LLC CENTRAL INDEX KEY: 0001566395 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 13830143 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHRC II LLC CENTRAL INDEX KEY: 0001566450 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 13830141 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 rrd377891.xml FORM 4 - 2 OF 4 X0306 4 2013-05-07 0 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 0001301391 MHR Institutional Partners II LP 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 FLOOR 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 0001566395 MHRC LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001566450 MHRC 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 0001552702 MHR Holdings LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Warrants (right to buy) 1.26 2013-05-07 4 J 0 702470 D 2010-08-26 2015-08-26 Common Stock 702470 0 I See Footnote Warrants (right to buy) 0.50 2013-05-07 4 J 0 702470 A 2013-05-07 2019-07-08 Common Stock 702470 702470 I See Footnote Warrants (right to buy) 1.26 2013-05-07 4 J 0 95685 D 2010-08-26 2015-08-26 Common Stock 95685 0 I See Footnote Warrants (right to buy) 0.50 2013-05-07 4 J 0 95685 A 2013-05-07 2019-07-08 Common Stock 95685 95685 I See Footnote Warrants (right to buy) 1.26 2013-05-07 4 J 0 795610 D 2010-08-26 2015-08-26 Common Stock 795610 0 I See Footnote Warrants (right to buy) 0.50 2013-05-07 4 J 0 795610 A 2013-05-07 2019-07-08 Common Stock 795610 795610 I See Footnote Warrants (right to buy) 1.26 2013-05-07 4 J 0 2004381 D 2010-08-26 2015-08-26 Common Stock 2004381 0 I See Footnote Warrants (right to buy) 0.50 2013-05-07 4 J 0 2004381 A 2013-05-07 2019-07-08 Common Stock 2004381 2004381 I See Footnote Warrants (right to buy) 1.09 2013-05-07 4 J 0 1079572 D 2011-07-06 2016-07-06 Common Stock 1079572 0 I See Footnote Warrants (right to buy) 0.50 2013-05-07 4 J 0 1079572 A 2013-05-07 2019-07-08 Common Stock 1079572 1079572 I See Footnote Warrants (right to buy) 1.09 2013-05-07 4 J 0 147153 D 2011-07-06 2016-07-06 Common Stock 147153 0 I See Footnote Warrants (right to buy) 0.50 2013-05-07 4 J 0 147153 A 2013-05-07 2019-07-08 Common Stock 147153 147153 I See Footnote Warrants (right to buy) 1.09 2013-05-07 4 J 0 732696 D 2011-07-06 2016-07-06 Common Stock 732696 0 I See Footnote Warrants (right to buy) .50 2013-05-07 4 J 0 732696 A 2013-05-07 2019-07-08 Common Stock 732696 732696 I See Footnote Warrants (right to buy) 1.09 2013-05-07 4 J 0 1845886 D 2011-07-06 2016-07-06 Common Stock 1845886 0 I See Footnote Warrants (right to buy) .50 2013-05-07 4 J 0 1845886 A 2013-05-07 2019-07-08 Common Stock 1845886 1845886 I See Footnote These securities are, or were, as applicable, 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. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account. (Continued to Footnote 2) (Continued from Footnote 1) MHR Fund Management LLC, a Delaware limited liability company ("Fund Management"), 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 shares held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Master Account. These securities are, or were, as applicable, 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). MHRC is the managing member of Advisors and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). Dr. Rachesky is the managing member of MHRC. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). (Continued to Footnote 4) (Continued from Footnote 3) 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 held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Capital Partners (100). These securities are, or were, as applicable, 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 II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. Dr. Rachesky is the managing member of MHRC II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. (Continued to Footnote 6) (Continued from Footnote 5) 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 held for the account of Institutional Partners II and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. These securities are, or were, as applicable, held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. Dr. Rachesky is the managing member of MHRC II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. (Continued to Footnote 8) (Continued from Footnote 7) 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 held for the account of Institutional Partners IIA and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Institutional Partners IIA. The reported transactions involved an amendment and restatement of outstanding warrants, pursuant to that certain Restructuring Agreement, dated April 26, 2013, by and among Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and the Issuer, as further described in that certain Schedule 13D/A filed by the Reporting Persons on April 30, 2013. This Form 4 is one of four Form 4s filed by the Reporting Person on May 9, 2013 for transactions effected by the Reporting Persons on May 7, 2013. /s/ Janet Yeung, Attorney in Fact 2013-05-09 EX-99. 2 rrd339649_384979.htm EXHIBIT 99 rrd339649_384979.html 
                                                                      Exhibit 99

MHR CAPITAL PARTNERS MASTER ACCOUNT LP

By: MHR Advisors LLC,
its General Partner

By: /s/ Janet Yeung
    -----------------------------------
    Name: Janet Yeung
    Title: Authorized Signatory

Address:   40 West 57th Street,
           24th Floor
           New York, NY 10019


MHR ADVISORS LLC

By: /s/ Janet Yeung
    -----------------------------------
    Name: Janet Yeung
    Title: Authorized Signatory

Address:   40 West 57th Street,
           24th Floor
           New York, NY 10019


MHR INSTITUTIONAL PARTNERS II LP

By: MHR Institutional Advisors II LLC,
its General Partner

By: /s/ Janet Yeung
    -----------------------------------
    Name: Janet Yeung
    Title: Authorized Signatory

Address:   40 West 57th Street,
           24th Floor
           New York, NY 10019


MHR INSTITUTIONAL PARTNERS IIA LP

By: MHR Institutional Advisors II LLC,
its General Partner

By: /s/ Janet Yeung
    ------------------------------------
    Name: Janet Yeung
    Title: Authorized Signatory

Address:   40 West 57th Street,
           24th Floor
           New York, NY 10019


MHR INSTITUTIONAL ADVISORS II LLC

By: /s/ Janet Yeung
    ------------------------------------
    Name: Janet Yeung
    Title: Authorized Signatory

Address:   40 West 57th Street,
           24th Floor
           New York, NY 10019


MHRC LLC

By: /s/ Janet Yeung
    ------------------------------------
    Name: Janet Yeung
    Title: Authorized Signatory

Address:   40 West 57th Street,
           24th Floor
           New York, NY 10019


MHRC II LLC

By: /s/ Janet Yeung
    ------------------------------------
    Name: Janet Yeung
    Title: Authorized Signatory

Address:   40 West 57th Street,
           24th Floor
           New York, NY 10019


MHR FUND MANAGEMENT LLC

By: /s/ Janet Yeung
    ------------------------------------
    Name: Janet Yeung
    Title: Authorized Signatory

Address:   40 West 57th Street,
           24th Floor
           New York, NY 10019


MHR HOLDINGS LLC

By: /s/ Janet Yeung
    -----------------------------------
    Name: Janet Yeung
    Title: Authorized Signatory

Address:   40 West 57th Street,
           24th Floor
           New York, NY 10019