TARRYTOWN, N.Y., April 7 /PRNewswire-FirstCall/ -- Emisphere
Technologies, Inc. (Nasdaq: EMIS), announced today that on April 4, 2006,
the Company's Board of Directors appointed John D. Harkey, Jr. to the Board
of Directors, effective April 10, 2006.
Mr. Harkey is the Chairman and Chief Executive Officer of Consolidated
Restaurant Companies, Inc, a restaurant holding company. Mr. Harkey also
serves on the Board of Directors and Audit Committees of Leap Wireless
International, Inc., Pizza Inn, Loral Space & Communications, Inc., and
Energy Transfer Partners, L.L.C. He also serves on the President's
Development Council of Howard Payne University, and on the Executive Board
of Circle Ten Council of the Boy Scouts of America. He has focused on
private equity investing since 1987 and led or participated in the
acquisition and sale of both public and private companies having a combined
market value in excess of $500 million. Mr. Harkey will be appointed to the
Company's Audit Committee, and will serve as the Audit Committee's chair
and as the Audit Committee financial expert. With Mr. Harkey's appointment,
Emisphere is now in compliance with NASDAQ Marketplace Rule 4350.
Filing of Shelf Registration Statement
On April 7, 2006, Emisphere filed a shelf registration statement on
Form S-3 with the Securities and Exchange Commission ("SEC"). When declared
effective by the SEC, the shelf registration statement will enable the
Company to offer and sell up to six million shares of common stock or
warrants to purchase common stock from time to time in one or more
offerings. The terms of any such future offering would be established at
the time of such offering. Proceeds are intended to be used by the Company
for general corporate purposes, including further development of its lead
clinical programs.
A registration statement relating to these securities has been filed
with the SEC but has not yet become effective. These securities may not be
sold, nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. Any offer of
these securities will be made solely by means of the prospectus included in
the registration statement and any prospectus supplement that may be issued
in respect of any such offering. A written prospectus, when available,
meeting the requirements of Section 10 of the Securities Act of 1933, may
be obtained from Emisphere Technologies, Inc., 765 Old Saw Mill River Road,
Tarrytown, New York 10591.
Appointment of Chief Accounting Officer
On April 4, 2006, Emisphere appointed Noelle Whitehead to the newly
created position of Chief Accounting Officer, effective April 10, 2006. Ms.
Whitehead joined Emisphere in August 2003 as Manager of Financial
Accounting and was most recently serving as Assistant Controller. Prior to
joining Emisphere, from 1999 to 2003, Ms. Whitehead served as accounting
manager for two publicly traded media companies. Prior to 1999, Ms.
Whitehead was an audit senior for Deloitte & Touche LLP. Ms. Whitehead
holds a bachelor's degree in Accounting from the State University of New
York at Geneseo and is a Certified Public Accountant.
Approval of Rights Agreement
In connection with the expiration on February 23, 2006 of the Rights
Agreement between Emisphere Technologies, Inc., a Delaware corporation (the
"Company") and Mellon Investors Services, LLC as Rights Agent, on April 4,
2006, the Board of Directors of the Company approved the execution of a new
Rights Agreement with substantially the same terms as the original plan. In
connection with the implementation of the new Rights Agreement, the Board
of Directors of the Company declared a dividend distribution of one
preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $.01 per share (the "Common Shares"), of the
Company, to be paid to stockholders of record on April 7, 2006.
About Emisphere Technologies, Inc.
Emisphere Technologies, Inc. is a biopharmaceutical company pioneering
the oral delivery of otherwise injectable drugs. Emisphere's business
strategy is to develop oral forms of injectable drugs, either alone or with
corporate partners, by applying its proprietary eligen(R) technology to
those drugs or licensing its eligen(R) technology to partners who typically
apply it directly to their marketed drugs. Emisphere's eligen(R) technology
has enabled the oral delivery of proteins, peptides, macromolecules and
charged organics. Emisphere and its partners have advanced oral
formulations or prototypes of salmon calcitonin, heparin, insulin,
parathyroid hormone, human growth hormone and cromolyn sodium into clinical
trials. Emisphere has strategic alliances with world-leading pharmaceutical
companies. For further information, please visit http://www.emisphere.com.
Safe Harbor Statement Regarding Forward-looking Statements
The statements in this release and oral statements made by
representatives of Emisphere relating to matters that are not historical
facts (including without limitation those regarding the timing or potential
outcomes of research collaborations or clinical trials, any market that
might develop for any of Emisphere's product candidates and the sufficiency
of Emisphere's cash and other capital resources) are forward-looking
statements that involve risks and uncertainties, including, but not limited
to, the likelihood that future research will prove successful, the
likelihood that any product in the research pipeline will receive
regulatory approval in the United States or abroad, the ability of
Emisphere and/or its partners to develop, manufacture and commercialize
products using Emisphere's drug delivery technology, Emisphere's ability to
fund such efforts with or without partners, and other risks and
uncertainties detailed in Emisphere's filings with the Securities and
Exchange Commission (the "SEC"), including those factors discussed under
the caption "Risk Factors" in Emisphere's Annual Report on Form 10-K (file
no. 1-10615) filed on March 16, 2006.
SOURCE Emisphere Technologies, Inc.
 back to top
Related links:
http://www.emisphere.com
CONTACT:
Elliot M. Maza, CPA, J.D., Chief Financial
Officer, +1-914-785-4703, or Stewart Siskind, Investor Relations,
+1-914-785-4790, Info@Emisphere.com, both of Emisphere
Technologies, Inc.; or Media: Dan Budwick of BMC Communications,
+1-212-477-9007, ext. 14, for Emisphere Technologies, Inc.
|
