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) December 19, 2005
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NEOPROBE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-26520 31-1080091
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
425 Metro Place North, Suite 300, Columbus, Ohio 43017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 793-7500
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(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 1.01 Entry into a Material Definitive Agreement.
On December 19, 2005, the Compensation Committee of Neoprobe Corporation ("the
Company") approved increases in base salaries and annual bonus opportunities,
effective January 1, 2006, for the Company's chief executive officer and five
other named executive officers. Base salaries during 2006 for the persons
expected to be named executive officers in the Company's proxy statement for the
2006 annual meeting appear in the table below. In addition, the Committee
approved cash bonuses to the named executive officers listed in the table, to be
paid in the first quarter of 2006 in the amounts listed, upon achievement of the
following corporate milestones, and subject to reduction if the milestones are
not achieved:
o 2005 revenue of at least $5.8 million, subject to 50% reduction of
bonus if not achieved.
o Completion of Lymphoseek non-clinical studies and filing of reports
of results with the Food and Drug Administration (FDA), and filing
of amended clinical protocol submissions related to the proposed
Phase II clinical study, both to occur on or before December 31,
2005, subject to 25% reduction of bonus if not achieved.
2006 Base 2005 Cash
Name Position Salary Bonus Target
---- -------- -------- ------------
David Bupp President and Chief Executive Officer $305,000 $ 40,000
Brent Larson Vice President, Finance and Chief Financial $160,000 $ 10,000
Officer
Carl Bosch Vice President, Research and Development $160,000 $ 10,000
Rodger Brown Vice President, Regulatory Affairs and $129,000 $ 2,500
Quality Assurance
Doug Rash Vice President, Marketing $108,000 $ 2,500
Anthony Blair Vice President, Operations $122,000 $ 2,500
The Committee also approved the following schedule of cash retainers and meeting
fees payable to non-executive directors for service during 2006:
Telephonic
Meeting
Board Meeting or Fee
Annual Cash Committee Meeting (lasting more
Position Retainer Fee than one hour)
-------- -------- --- --------------
Director $12,000 $1,000 $500
Chair Person Board of
Directors $5,000
Chair Person Audit
Committee $5,000 $500 $250
Member of Audit Committee
$2,500 $250 $250
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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.
Neoprobe Corporation
Date: December 30, 2005 By: /s/ Brent L. Larson
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Brent L. Larson, Vice President Finance and
Chief Financial Officer
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