UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 18, 2012
EMISPHERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 000-17758 | 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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 31, 2012, Gary I. Riley resigned as Vice President of Non-Clinical Development and Applied Biology of Emisphere Technologies, Inc. (the “Company”), effective immediately. No disagreement existed between Mr. Riley and the Company that resulted in his resignation, and Mr. Riley has agreed to continue providing services to the Company in a consulting capacity.
| Item 8.01 | Other Events. |
On December 18, 2012, the Company received approximately $1.4 million from the sale of New Jersey State Net Operating Losses from prior periods through the 2012 Technology Business Tax Certificate Transfer Program, sponsored by the New Jersey Economic Development Authority.
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. | ||||||||
| January 3, 2013 | By: | /s/ Michael R. Garone | ||||||
| Name: | Michael R. Garone | |||||||
| Title: | Chief Financial Officer | |||||||