-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TfP3wxcW4cPqOGHrMa3pRnA1flIs2B05zsg4dXEa45aKI5byT9Ycqq1IciiKAyaJ 8N5KgwAEgRrc5maBBvTVtQ== 0000927538-96-000017.txt : 19961008 0000927538-96-000017.hdr.sgml : 19961008 ACCESSION NUMBER: 0000927538-96-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960813 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMISPHERE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000805326 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 133306985 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40729 FILM NUMBER: 96609566 BUSINESS ADDRESS: STREET 1: 15 SKYLINE DR CITY: HAWTHORNE STATE: NY ZIP: 10532 BUSINESS PHONE: 9143472220 MAIL ADDRESS: STREET 1: 15 SKYLINE DR CITY: HAWTHORNE STATE: NY ZIP: 10532 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL TECHNOLOGIES ASSOCIATES INC DATE OF NAME CHANGE: 19920128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDBERG MICHAEL M CENTRAL INDEX KEY: 0000905011 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O EMISHPHERE TECHNOLOGIES INC STREET 2: 15 SKYLINE DRIVE CITY: HAWTHORNE STATE: NY ZIP: 10532 MAIL ADDRESS: STREET 1: C/O EMISPHERE TECHNOLOGIES INC STREET 2: 15 SKYLINE DRIVE CITY: HAWTHORNE STATE: NY ZIP: 10532 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Emisphere Technologies, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 291345106 (CUSIP Number) Michael M. Goldberg, M.D., c/o Emisphere Technologies, Inc., 15 Skyline Drive, Hawthorne, New York 10532 (914) 347-2220 (Name, Address and Telephone number of Person Authorized to Receive Notices and Communications) July 31, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on rile reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 291345106 Page 2 of 5 Pages NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael M. Goldberg, M.D. CHECK THE APPROPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] 2 (b)[ ] SEC USE ONLY 3 SOURCE OF FUNDS 4 PF OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) OR 2(e) [ ] CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States SOLE VOTING POWER 7 32,280 NUMBER OF SHARES SHARED VOTING POWER BENEFICIALLY 8 none OWNED EACH SOLE DISPOSITIVE POWER REPORTING 9 32,280 PERSON WITH SHARED DISPOSITIVE POWER 10 none AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 939,777 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12 SHARES* [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.1% TYPE OF REPORTING PERSON 14 IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer This statement relates to the Common Stock, par value $.0l per share (the "Common Stock"), of Emisphere Technologies, Inc., a Delaware corporation (the "Company"), with principal executive offices at 15 Skyline Drive, Hawthorne, New York 10532. Item 2. Identity and Background This statement is filed by Michael M. Goldberg, M.D. (the "Reporting Person"), a resident of New Jersey with a business address at 15 Skyline Drive, Hawthorne, New York 10532. The Reporting Person is principally employed as Chairman of the Board and Chief Executive Officer of the Company. The Reporting Person (i) has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration The Common Stock beneficially owned by the Reporting Person consists of 32,280 shares held directly (the "Held Shares") and 907,497 shares (the "Option Shares") which the Reporting Person has the right to acquire within 60 days upon the exercise of stock options (the "Options") granted by the Company in connection with the Reporting Person's employment with the Company. The funds used to purchase the Held Shares were personal funds of the Reporting Person. Of the Held Shares, 26,280 shares were acquired at prices ranging from $1.50 to $7.375 per share upon exercise of stock options granted by the Company in connection with the Reporting Person's employment with the Company. Pursuant to the terms of one of such stock options, the Company loaned the Reporting Person $7,499.63 to pay the federal income tax payable upon exercise thereof. The purchase prices to acquire the Option Shares upon exercise of the Options are (i) $9.00 per share with respect to 200,000 of the Option Shares, (ii) $9.25 per share with respect to 20,000 of the Option shares, (iii) $8.00 per share with respect to 88,000 of the Option Shares, (iv) $8.00 per share with respect to 12,543 of the Option Shares, (v) $12.375 per share with respect to 562,315 of the Option Shares, (vi) $1.65 per share with respect to 2,639 of the Option Shares, (vii) $2.89 per share with respect to 1,505 of the Option Shares, (viii) $4.40 per share with respect to 495 of the Option Shares and (ix) $8.625 per share with respect to 150,000 of the Option Shares. It is anticipated that the source of funds to be used in making the purchase of the Option Shares, if the Options are in fact exercised, will be the personal funds of the Reporting Person, the proceeds from the sale of the Held Shares or the Option Shares or a combination of the foregoing. Item 4. Purpose of Transaction The Held Shares were acquired, and the Option Shares are beneficially owned, by the Reporting Person for investment purposes. The Options were acquired by the Reporting Person as compensation in connection with the Reporting Person's employment with the Company. Upon continued employment with the Company, an option (the "Unvested Option") to purchase additional shares of the Common Stock for $8.625 per share granted to the Reporting Person in connection with the Reporting Person's employment with the Company will become exercisable on August 1, 2005 with respect to 600,000 shares except that the Unvested Option will become earlier exercisable upon the occurrence of certain other events. Item 5. Interest in Securities of the Issuer (a) The aggregate number of shares of the Common Stock beneficially owned by the Reporting Person is 939,777, or 9.1% of the Common Stock outstanding, of which 907,497 are the Option Shares, which the Reporting Person has the right to acquire upon exercise of the Options. (b) The Reporting Person has the sole power to vote and the sole power to dispose of the Held Shares. Until and unless the Reporting Person exercises the Options, the Reporting Person will have no power to vote and no power to dispose of the Option Shares. (c) No transactions in the Common Stock have been effected during the past sixty days by the Reporting Person. (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Pursuant to an Employment Agreement dated as of October 6, 1995 (the "Employment Agreement") between the Reporting Person and the Company, the Reporting Person is to serve as Chairman of the Board and Chief Executive Officer of the Company until July 31, 2000. In connection with the Employment Agreement and its predecessor employment agreements, the Company granted to the Reporting Person the Options and the Unvested Option. Pursuant to the terms of certain of the Options the Company is obligated to lend to the Reporting Person, on a nonrecourse basis, the income taxes he may be required to pay upon exercise thereof. Such loan is to be secured by the shares of the Common Stock so purchased and is to bear interest at the lowest possible rate to avoid imputation of interest for federal income tax purposes. Item 7. Material to be Filed as Exhibits None SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Michael M. Goldberg Dated: August 9, 1996 Michael M. Goldberg, M.D. -----END PRIVACY-ENHANCED MESSAGE-----