Emisphere Technologies, Inc. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   May 16, 2006

Emisphere Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-10615 13-3306985
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
765 Old Saw Mill River Road, Tarrytown, New York   10591
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   914-347-2220

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01 Other Events.

On May 16, 2006 Emisphere Technologies, Inc. announced that it has completed the sale of 4 million shares of its common stock at $8.26 per share, the closing bid price of the Company’s common stock on May 9, 2006, pursuant to Emisphere's previously filed shelf registration statement, which was declared effective by the Securities and Exchange Commission on May 2, 2006. A copy of the press release is furnished herewith and is incorporated by reference herein as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Emisphere Technologies, Inc. dated May 16, 2006.





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Emisphere Technologies, Inc.
          
May 16, 2006   By:   Noelle D. Whitehead
       
        Name: Noelle D. Whitehead
        Title: Chief Accounting Officer

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release of Emisphere Technologies, Inc. dated May 16, 2006.