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): September 13, 2009
Emisphere Technologies, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-17758
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13-3306985 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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240 Cedar Knolls Road,
Suite 200,
Cedar Knolls,
New Jersey
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07927 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 973-532-8000
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))
Item 8.01 Other Events.
As
previously disclosed, the former Chief Executive Officer of Emisphere
Technologies, Inc. (the "Company"), Dr. Michael Goldberg, brought an arbitration
asserting that his termination was without cause following a change-in-control. During the
arbitration, Dr. Goldberg sought a total damage amount of at least $9,223,646 plus interest. On
September 13, 2009, the arbitrator issued an interim award in favor of Dr. Goldberg for a total
amount of $1,030,891, plus interest, which includes his claims for severance and certain other
items, but denied his claims relating to a change-in-control benefit, options, bonuses and certain
other claims. The arbitrator has not yet determined the amount, if any, of Dr. Goldberg’s
attorney’s fees that he is entitled to receive from the Company. The Company is evaluating its
options with respect to the interim awards. If the awards are upheld and confirmed in court, the
Company will be required to pay the final amount due to Dr. Goldberg.