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

NEOPROBE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		0-26520		31-1080091
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

425 Metro Place North, Suite 300, Columbus, Ohio		43017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (614) 793-7500

(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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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.

have been materially diminished, that a material adverse change in his working conditions has occurred, that his services are no longer required in light of the Company’s business plan, or the Company has breached his employment agreement, the Company shall pay the employee the appropriate Change of Control severance set forth on Exhibit 10.2, together with the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of termination and shall continue to: (a) provide Mr. Bupp with all of the benefits provided to him pursuant to the Company’s employee benefit plans for the longer of 36 months or the full unexpired term of his employment agreement; and (b) provide to either of Messrs. Larson or Blair the benefits provided to them pursuant to the Company’s employee benefit plans for the longer of 12 months after such termination or the full unexpired term of his employment agreement.

     Each employment agreement also contains non-competition and non-solicitation covenants. These covenants, as described in the employment agreements, are effective during employment and for a period of 12 months following termination of employment.

     The foregoing description of the employment agreements between the Company and Messrs. Bupp, Larson and Blair is qualified in its entirety by reference to the full text of the form employment agreement, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

2007 Cash Bonus for Named Executive Officers

     The Compensation, Governance and Nominating Committee of the Company also approved the award of cash bonuses to the named executive officers listed in the table below, upon achievement of the following corporate goals, and subject to reduction if the goals are not achieved:

	•		Achievement of specified 2007 annual revenue and margin goals, subject to 25% reduction of bonus if not achieved.
	•		Completion of manufacturing and Phase 2 clinical development activities for Lymphoseek, to have occurred on or before June 30, 2007, subject to 25% reduction of bonus if not achieved.
	•		Initiation of Phase 3 clinical evaluation of Lymphoseek by January 31, 2008, subject to 25% reduction of bonus if not achieved.

     The final amount of any cash bonus to be paid to the named executives will be subject to the determination of the Compensation, Governance and Nominating Committee of the Company at a meeting to be held after the delivery of the financial statements of the Company for the year ending December 31, 2007.

Name		Position		2007 Cash Bonus Target
David C. Bupp		President and Chief Executive Officer		$80,000
Brent L. Larson		Vice President, Finance and Chief Financial Officer		$25,500
Anthony K. Blair		Vice President, Manufacturing Operations		$25,500

Stock Option Grants

     The Compensation, Governance and Nominating Committee also approved the grant of options to purchase shares of the Company’s common stock, effective January 3, 2008, to the Company’s Chief Executive Officer and two other named executive officers listed below (the “Optionees”):

Name		Position		Options
David C. Bupp		President and Chief Executive Officer		200,000
Brent L. Larson		Vice President, Finance and Chief Financial Officer		50,000
Anthony K. Blair		Vice President, Manufacturing Operations		50,000

     The Company granted the options in accordance with the provisions of the Neoprobe Corporation Amended and Restated 2002 Stock Incentive Plan. In connection with the grant of the options, the Company entered into a stock option agreement with each of the Optionees (the “Stock Option Agreements”). Pursuant to the terms of the Stock Option Agreements, the options have an exercise price of $0.362, the closing price of the Company’s common stock as reported on the OTC Bulletin Board regulated quotation service on January 3, 2008. One third of the shares of common stock subject to the options vest and become exercisable on each anniversary of the date of grant. The options will lapse and cease to be exercisable upon the earliest of: (i) the expiration of 10 years from the date of grant; (ii) the expiration of one year from the date that an Optionee ceases to be an employee of the Company because of death, disability or retirement; (iii) 90 days after an Optionee’s employment with the Company or any subsidiary is terminated without cause; or (iv) immediately upon termination of an Optionee’s employment with the Company or any subsidiary for a reason other than death, disability or retirement, or by the Company for cause.

Restricted Stock Grants

     Additionally, the Compensation, Governance and Nominating Committee approved the grant of restricted shares of the Company’s common stock, effective January 3, 2008, to the Company’s Chief Executive Officer and two other named executive officers listed below (the “Grantees”):

Name		Position		Restricted Shares
David C. Bupp		President and Chief Executive Officer		300,000
Brent L. Larson		Vice President, Finance and Chief Financial Officer		50,000
Anthony K. Blair		Vice President, Manufacturing Operations		50,000

     The Company granted the options in accordance with the provisions of the Neoprobe Corporation Amended and Restated 2002 Stock Incentive Plan. In connection with the grant of the restricted shares, the Company entered into a restricted stock award agreement with each of the Grantees (the “Restricted Stock Agreements”). Pursuant to the terms of the Restricted Stock Agreements, the restricted shares will vest upon the approval by the United States Food and Drug Administration of the New Drug Application for Lymphoseek. If the employment of a Grantee with the Company is terminated before all of the restricted shares have vested, then pursuant to the terms of the Restricted Stock Agreements all restricted shares that have not vested at the effective date of such Grantee’s termination shall immediately be forfeited by the Grantee. Additionally, any restricted shares which have not vested on or before June 30, 2010, shall be forfeited by the Grantee.

     The foregoing description of the terms of the Restricted Stock Agreements is qualified in its entirety by reference to the full text of the form of Restricted Stock Agreement attached as Exhibit 10.3 to this Current Report on From 8-K, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Exhibit Description
10.1		Form of Employment Agreement. This Agreement is one of three substantially identical employment agreements and is accompanied by a schedule which identifies material details in which each agreement differs from the form filed herewith.
10.2		Schedule identifying material differences between the employment agreements.
10.3		Form of Restricted Stock Award and Agreement under the Neoprobe Corporation Amended and Restated 2002 Stock Incentive Plan.

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.