As filed with the Securities and Exchange Commission on December 22, 2005.
Registration No. 333-__________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEOPROBE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 31-1080091
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
425 Metro Place North, Suite 300
Dublin, Ohio 43017
(Address of Registrant's principal executive offices)
---------------------------------------
NEOPROBE CORPORATION
AMENDED AND RESTATED
2002 STOCK INCENTIVE PLAN
(Full Title of the Plan)
---------------------------------------
Brent L. Larson
Vice President, Finance, Chief Financial Officer,
Treasurer and Secretary
Neoprobe Corporation
425 Metro Place North, Suite 300
Dublin, Ohio 43017
(614) 793-7500
(Name, address and telephone number of agent for service)
---------------------------------------
Copies of Correspondence to:
William J. Kelly, Jr., Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
(614) 227-2136
wjkelly@porterwright.com
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Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (2) Per Share (3) Price (3) Registration Fee (1)
----------------------------------------------------------------------------------------------------------------
Common Stock,
$.001 par value 2,000,000 $0.25 $500,000 $53.50
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(1) Pursuant to General Instruction E to Form S-8, a filing fee is only being
paid with respect to the registration of additional securities for the Neoprobe
Corporation Amended and Restated 2002 Stock Incentive Plan (the "Plan"). A
Registration Statement on Form S-8 was previously filed on September 23, 2004
(Registration No. 333-119219), for the existing securities available under the
Plan.
(2) Represents the additional number of shares of Neoprobe Corporation common
stock, par value $.001, issuable in connection with awards under the Plan.
(3) Estimated solely for the purpose of calculating the proposed maximum
aggregate offering price and the registration fee pursuant to Rule 457(h) under
the Securities Act of 1933, based upon the average of the high and low prices of
Neoprobe Corporation Common Stock as reported on the Over-The-Counter Bulletin
Board on December 16, 2005.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Neoprobe Corporation Common Stock, $.001 par value, as may
be issuable pursuant to future stock dividends, stock splits or similar
transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information concerning the Neoprobe
Corporation Amended and Restated 2002 Stock Incentive Plan (the "Plan"),
specified in Part I, will be sent or given to participants as specified by Rule
428(b)(1). Such documents are not filed as part of this Registration Statement
in accordance with the Note to Part I of the Form S-8 Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
We incorporate by reference into this Registration Statement the
contents of the Form S-8 Registration Statement previously filed with the
Securities and Exchange Commission (the "Commission") by Neoprobe Corporation
(the "Corporation") on September 23, 2004 (Registration No. 333-119219). In
addition, the following documents filed with the Commission by the Corporation
are incorporated herein by reference:
1. Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004, filed March 31, 2005.
2. Quarterly Report on Form 10-QSB for the quarter ended March
31, 2005 (filed May 16, 2005); Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2005 (filed August 15, 2005);
and Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2005 (filed November 14, 2005).
3. Current Report on Form 8-K dated January 3, 2005 (filed
January 5, 2005); Current Report on Form 8-K dated January 18,
2005 (filed January 21, 2005); Current Report on Form 8-K (as
to Item 8.01 and Exhibit 99.2 to Item 9.01 only) dated
February 24, 2005 (filed February 28, 2005); Current Report on
Form 8-K (as to Item 8.01 and Exhibit 99.2 to Item 9.01 only)
dated April 26, 2005 (filed May 3, 2005); and Current Report
on Form 8-K dated September 27, 2005 (filed September 30,
2005).
4. Notice of Annual Meeting and Proxy Statement, filed April 29,
2005.
5. The description of the Corporation's common stock which is
contained in the Corporation's Form 8-A filed with the
Securities and Exchange Commission pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, as updated in
any amendment or report filed for the purpose of updating such
description, is hereby incorporated by reference.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
II-1
Item 8. Exhibits
Exhibit Number Description
-------------- -----------
4(a) Neoprobe Corporation Amended and Restated 2002
Stock Incentive Plan (previously filed as Appendix
A to the Corporation's Definitive Proxy Statement
(File No. 000-26520), filed with the Securities
and Exchange Commission on April 29, 2005, and
incorporated herein by reference).
4(b) Restated Certificate of Incorporation of Neoprobe
Corporation as corrected February 18, 1994, and
amended June 27, 1994, June 3, 1996, March 17,
1999, May 9, 2000, June 13, 2003, July 27, 2004,
and June 22, 2005 (previously filed as Exhibit 3.1
to the Corporation's Quarterly Report on Form
10-QSB, filed with the Securities and Exchange
Commission on August 15, 2005, and incorporated
herein by reference).
4(c) Amended and Restated By-laws dated July 21, 1993,
as amended July 18, 1995, and May 30, 1996
(previously filed as Exhibit 99.4 to the
Corporation's Current Report on Form 8-K, filed
with the Securities and Exchange Commission on
June 19, 1996, and incorporated herein by
reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP
regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur LLP
(included in Exhibit 5 filed herewith).
23(b) * Consent of Independent Registered Public
Accounting Firm.
24 * Powers of Attorney.
----------------
* Filed herewith.
II-2
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dublin, State of Ohio, on December 22, 2005.
NEOPROBE CORPORATION
/s/ Brent L. Larson
---------------------------------------------------
Brent L. Larson, Vice President, Finance, Chief
Financial Officer, Treasurer and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
* David C. Bupp President, Chief Executive Officer December 22, 2005
------------------------------------ and Director
David C. Bupp (principal executive officer)
/s/ Brent L. Larson Vice President, Finance, Chief December 22, 2005
------------------------------------ Financial Officer, Treasurer and
Brent L. Larson Secretary (principal financial officer
and principal accounting officer)
* Carl J. Aschinger, Jr. Director December 22, 2005
------------------------------------
Carl J. Aschinger, Jr.
* Reuven Avital Director December 22, 2005
------------------------------------
Reuven Avital
* Kirby I. Bland Director December 22, 2005
------------------------------------
Kirby I. Bland
* Julius R. Krevans Chairman of the Board of December 22, 2005
------------------------------------ Directors
Julius R. Krevans
* Fred B. Miller Director December 22, 2005
------------------------------------
Fred B. Miller
* J. Frank Whitley, Jr. Director December 22, 2005
------------------------------------
J. Frank Whitley, Jr.
* By: /s/ Brent L. Larson
---------------------------------------------
Brent L. Larson, attorney-in-fact for each
of the persons indicated
II-3
Registration No. 333-______________
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
NEOPROBE CORPORATION
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EXHIBITS
------------------------------
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------ -----------
4(a) Neoprobe Corporation Amended and Restated 2002 Stock Incentive
Plan (previously filed as Appendix A to the Corporation's
Definitive Proxy Statement (File No. 000-26520), filed with
the Securities and Exchange Commission on April 29, 2005, and
incorporated herein by reference).
4(b) Restated Certificate of Incorporation of Neoprobe Corporation
as corrected February 18, 1994, and amended June 27, 1994,
June 3, 1996, March 17, 1999, May 9, 2000, June 13, 2003, July
27, 2004, and June 22, 2005 (previously filed as Exhibit 3.1
to the Corporation's Quarterly Report on Form 10-QSB, filed
with the Securities and Exchange Commission on August 15,
2005, and incorporated herein by reference).
4(c) Amended and Restated By-laws dated July 21, 1993, as amended
July 18, 1995, and May 30, 1996 (previously filed as Exhibit
99.4 to the Corporation's Current Report on Form 8-K, filed
with the Securities and Exchange Commission on June 19, 1996,
and incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
23(a) Consent of Porter, Wright, Morris & Arthur LLP (included in
Exhibit 5 filed herewith).
23(b) * Consent of Independent Registered Public Accounting Firm.
24 * Powers of Attorney
----------------
* Filed herewith.