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):
|
|
March 12, 2008 |
Emisphere Technologies, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-10615
|
|
13-3306985 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
240 Cedar Knolls Road, Suite 200,
Cedar Knolls, New Jersey
|
|
07927 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
| |
|
|
| Registrant’s telephone number, including area code:
|
|
973-532-8000 |
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:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2008, Emisphere Technologies, Inc. (the “Company”) received a letter dated March 11,
2008 from Michael M. Goldberg, M.D., resigning from the Company’s Board of Directors effective
immediately. A copy of the March 11, 2008 letter is attached hereto as Exhibit 99.1 and
incorporated herein by reference. Dr. Goldberg’s term as a Director was due to expire on May 8,
2008, the date of the Company’s 2008 annual meeting of stockholders. Dr. Goldberg was not a member
of any committee of the Company’s Board of Directors.
Dr. Goldberg previously served as Chairman and Chief Executive Officer of the Company. His
employment was terminated on January 16, 2007. On April 26, 2007, the Board of Directors held a
special hearing at which it was determined that Dr. Goldberg’s termination was for cause. On March
22, 2007, Dr. Goldberg, through counsel, filed a demand for arbitration asserting that his
termination was without cause. That arbitration is pending.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1- Resignation Letter of Michael M. Goldberg, M.D. dated March 11, 2008