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): October 4, 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 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
On October 4, 2012, Emisphere Technologies, Inc. (the “Company”) received notice from MHR Fund Management LLC (together with its affiliated funds, “MHR”) that, pursuant to the terms of the Company’s 11% Senior Secured Convertible Notes (the “Senior Secured Convertible Notes”) issued to MHR, the default interest rate of 13% per annum will apply with respect to the Senior Secured Convertible Notes, effective as of September 27, 2012. The notice from MHR as described above follows the Company’s failure to pay to MHR approximately $30.5 million in principal and interest due and payable on September 26, 2012 under the terms of the Senior Secured Convertible Notes, which default was previously disclosed by the Company in its Current Report on Form 8-K filed on September 26, 2012.
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. | ||||||
| October 9, 2012 | By: | /s/ Michael R. Garone | ||||
Name: Title: | Michael R. Garone Chief Financial Officer | |||||