Unassociated Document
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
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Date
of Report (Date of earliest event reported)
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May 26,
2010
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-26520
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31-1080091
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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425 Metro Place North, Suite 300, Columbus,
Ohio
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43017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(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):
oWritten communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 26, 2010, Neoprobe Corporation
(the “Company”) issued a press release announcing that J. Frank Whitley, Jr.
would retire from his position as a director of the Company effective as of July
16, 2010, the date of the Company’s annual meeting of stockholders (the “Annual
Meeting”). The Company also announced that Reuven Avital has chosen to retire
from the Company’s Board of
Directors by not standing for re-election to his position, the term of which expires at the Annual Meeting. There were no
matters of disagreement concerning the Company’s operations, policies or
practices between either of Mr. Avital or Mr. Whitley and the Company, which
caused the decision of either to retire.
In connection with the retirements of
Mr. Avital and Mr. Whitely, the Company announced that its Board of Directors
has nominated Brendan A. Ford and Eric K. Rowinsky, M.D. to serve as members of
the Board of Directors. Mr. Ford and Dr. Rowinsky have been nominated to stand
for election at the Annual Meeting, for terms continuing until the Company’s
annual meeting of stockholders’ in 2013. A copy of the Company’s May 26, 2010,
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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-K 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.
(d)
Exhibits.
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Exhibit
Description |
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99.1
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Neoprobe
Corporation press release dated May 26, 2010, entitled “Neoprobe Nominates
Brendan Ford and Dr. EricRowinsky to
Board.”
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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.
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Neoprobe
Corporation
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Date: May 27,
2010
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By:
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/s/ Brent L.
Larson
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Brent
L. Larson, Vice President, Finance and Chief
Financial Officer
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