UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 15, 2011
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, NJ | 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
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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
On July 15, 2011 the Compensation Committee of the Board of Directors of Emisphere Technologies, Inc. (the “Company”) approved an increase in salary for Michael Garone, the Company’s Interim Chief Executive Officer and Chief Financial Officer, and Gary Riley, the Company’s Vice President of Nonclinical Development and Applied Biology. Mr. Garone’s annual compensation will be $244,785.12. Mr. Riley’s annual compensation will be $282,035.03.
Also on July 15, 2011, the Compensation Committee approved the grant of 30,000 options to purchase shares of common stock (“Options”) to Mr. Garone and 20,000 Options to Mr. Riley. Such option grants were made pursuant to the Company’s 2007 Stock Award and Incentive Plan. The form of incentive stock option agreement issued to each of the named executive officers noted above was previously filed as Exhibit 10.2 to the Company’s Form 10-Q, as filed with the Securities and Exchange Commission on May 17, 2010, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
| 10.1 | Form of Incentive Stock Option Agreement under the 2007 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on May 17, 2010). |
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. | ||||
| July 19, 2011 | By: | /s/ Michael R. Garone | ||
| Name: | Michael R. Garone | |||
| Title: | Interim Chief Executive Officer and Chief Financial Officer | |||