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): November 5, 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, |
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| Cedar Knolls, New Jersey
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07927 |
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(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.
Appointment of Director
On November 5, 2009, Emisphere Technologies, Inc. (the “Company”) issued a press release announcing
the appointment of Tim Rothwell to the Company’s Board of Directors (the “Board”) effective
immediately, to fill the vacancy left by Franklin Berger’s resignation from the Board.
From February 2007 to March 2009, Mr. Rothwell served as Chairman of Sanofi-aventis U.S. From
September 2004 to February 2007, Mr. Rothwell was President and Chief Executive Officer of the
company, overseeing all domestic commercial operations as well as coordination of Industrial
Affairs and Research and Development activities.
From May 2003 to September 2004, Mr. Rothwell was President and Chief Executive Officer of
Sanofi-Synthelabo, Inc. and was instrumental in the formation of Sanofi-aventis U.S. in 2004. Prior
to that, from June 1998 to May 2003, he served in various capacities at Pharmacia, including as
President of the company’s Global Prescription Business. From January 1995 to January 1998, Mr.
Rothwell served as worldwide President of Rhone-Poulenc Rorer Pharmaceuticals and President of the
company’s Global Pharmaceutical Operations. In his long career, Mr. Rothwell has also served as
Chief Executive Officer of Sandoz Pharmaceuticals, Vice President, Global Marketing and Sales at
Burroughs Wellcome, and Senior Vice President of Marketing and Sales for the U.S. for Squibb
Corporation.
Mr. Rothwell holds a Bachelor of Arts from Drew University and earned his J.D. from Seton Hall
University. Presently, he serves on the PhRMA Board of Directors, as well as the Institute of
Medicine’s Evidence-Based Medicine roundtable, the CEO Roundtable on Cancer, the Healthcare
Businesswomen’s Association Advisory Board, the Board of Trustees for the Somerset Medical Center
Foundation, the Board of Trustees for the HealthCare Institute of New Jersey and the Board of
Visitors for Seton Hall Law School. Mr. Rothwell also serves as a Trustee of the Corporate Council
for America’s Children at the Children’s Health Fund.
The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference
in its entirety.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit |
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Description |
99.1
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Press release of Emisphere Technologies, Inc., dated November 5, 2009 |