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) March 6, 2006
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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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 6, 2006, Neoprobe Corporation (the "Company") issued a press
release regarding its consolidated financial results for the fourth quarter and
for the full year ended December 31, 2005. A copy of the Company's March 6,
2006, press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
The information contained in Item 2.02 of this Current Report on Form 8-K,
including exhibit 99.1 hereto, shall not be treated as "filed" for purposes of
the Securities Exchange Act of 1934, as amended.
ITEM 8.01. OTHER EVENTS.
On March 7, 2006, the Company released the text of its annual letter to
Stockholders from Chairman Dr. Julius R. Krevans, and President and Chief
Executive Officer David C. Bupp. The letter highlights the Company's business
and financial activities in 2005 and early 2006, and outlines planned business
initiatives for the remainder of 2006. A copy of the Company's March 7, 2006,
press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K
and is incorporated herein by reference.
The information contained in Item 8.01 of this Current Report on Form 8-K,
including exhibit 99.2 hereto, shall not be treated as "filed" for purposes of
the Securities Exchange Act of 1934, as amended.
Statements contained or incorporated by reference in this Current Report
on Form 8-K which relate to other than strictly historical facts, such as
statements about the Company's plans and strategies, expectations for future
financial performance, new and existing products and technologies, and markets
for the Company's products, are forward-looking statements. The words "believe,"
"expect," "anticipate," "estimate," "project," and similar expressions identify
forward-looking statements that speak only as of the date hereof. Investors are
cautioned that such statements involve risks and uncertainties that could cause
actual results to differ materially from historical or anticipated results due
to many factors including, but not limited to, the Company's continuing
operating losses, uncertainty of market acceptance, reliance on third party
manufacturers, accumulated deficit, future capital needs, uncertainty of capital
funding, dependence on limited product line and distribution channels,
competition, limited marketing and manufacturing experience, and other risks
detailed in the Company's most recent Annual Report on Form 10-KSB and other
Securities and Exchange Commission filings. The Company undertakes no obligation
to publicly update or revise any forward-looking statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Description
99.1 Neoprobe Corporation press release dated March 6 2006,
entitled "Neoprobe Announces 2005 Annual Results."
99.2 Neoprobe Corporation press release dated March 7, 2006,
entitled "Neoprobe Releases Text of Letter to Stockholders."
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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: March 7, 2006 By: /s/ Brent L. Larson
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Brent L. Larson, Vice President,
Finance and Chief Financial Officer
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