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.
