|
o
|
Preliminary
Proxy Statement
|
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
x
|
Definitive
Proxy Statement
|
|
o
|
Definitive
Additional Materials
|
|
o
|
Soliciting
Material Under Rule 14a-12
|
|
x
|
No
fee required.
|
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange
Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated
and state
how
it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
|
(5)
|
Total
fee paid:
|
|
o
|
Fee
paid previously with preliminary
materials.
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
| Very truly yours, | ||
| |
|
|
| /s/ David C. Bupp | ||
|
David C. Bupp |
||
| Chief Executive Officer and President | ||
|
1.
|
To
elect two directors, to serve for a term of three years or until
their
successors are duly elected and qualified;
and
|
|
2.
|
To
transact such other business as may properly come before the meeting
or
any adjournment thereof.
|
| By Order of the Board of Directors | ||
| |
|
|
| /s/ David C. Bupp | ||
|
David C. Bupp |
||
| Chief Executive Officer and President | ||
|
·
|
Evaluate
and approve executive officer compensation and review and make
recommendations to the Board with respect to director compensation,
including incentive or equity-based compensation
plans;
|
|
·
|
Review
and evaluate any discussion and analysis of executive officer and
director
compensation included in the Company’s annual report or proxy statement,
and prepare and approve any report on executive officer and director
compensation for inclusion in the Company’s annual report or proxy
statement required by applicable rules and regulations;
and
|
|
·
|
Monitor
and evaluate, at the Committee’s discretion, matters relating to the
compensation and benefits structure of the Company and such other
domestic
and foreign subsidiaries or affiliates, as it deems
appropriate.
|
|
·
|
Assist
the Board by identifying individuals qualified to become Board members,
and recommend to the Board the director nominees whenever directors
are to
be appointed or elected, whether at the next annual meeting of
shareholders or otherwise;
|
|
·
|
Review
the qualifications and independence of the members of the Board and
its
various committees on a periodic basis and make any recommendations
to the
Board the Committee may deem appropriate concerning any recommended
changes in the composition or membership of the Board, or any of
its
committees;
|
|
·
|
Develop
and recommend to the Board any policies it may deem appropriate with
regard to consideration of director candidates to be recommended
to
security holders;
|
|
·
|
Develop
and recommend to the Board corporate governance principles applicable
to
the Company;
|
|
·
|
Conduct
the annual review of the performance of the Board, the Committees
of the
Board and Company’s executive
management;
|
|
·
|
Recommend
to the Board director nominees for each committee;
and
|
|
·
|
Develop
and recommend to the Board any policies or processes it may deem
appropriate for security holders to send communications to the
Board.
|
|
·
|
such
recommendations must be provided to the Board of Directors c/o Brent
L.
Larson, Neoprobe Corporation, 425 Metro Place North, Suite 300, Dublin,
Ohio 43017, in writing at least 120 days prior to the date of the
Company’s proxy statement released to stockholders in connection with the
previous year’s annual meeting;
|
|
·
|
the
nominating stockholder must meet the eligibility requirements to
submit a
valid stockholder proposal under Rule 14a-8 of the Securities Exchange
Act
of 1934, as amended;
|
|
·
|
the
stockholder must describe the qualifications, attributes, skills
or other
qualities of the recommended director candidate;
and
|
|
·
|
the
stockholder must follow the procedures set forth in Article III,
Section 2
of our By-Laws.
|
|
Name
|
Age
|
Position
|
|
Anthony
K. Blair
|
46
|
Vice
President, Manufacturing Operations
|
|
Rodger
A. Brown
|
56
|
Vice
President, Regulatory Affairs and
Quality
Assurance
|
|
Brent
L. Larson
|
44
|
Vice
President, Finance; Chief Financial
Officer;
Treasurer and Secretary
|
|
Douglas
L. Rash
|
63
|
Vice
President, Marketing
|
|
Beneficial
Owner
|
Number
of
Shares
Beneficially Owned(*)
|
Percent
of
Class(**)
|
||
|
Carl
J. Aschinger, Jr.
|
186,200(a)
|
(l)
|
||
|
Reuven
Avital
|
294,256(b)
|
(l)
|
||
|
Kirby
I. Bland, M.D.
|
140,000(c)
|
(l)
|
||
|
Carl
M. Bosch
|
103,845(d)
|
(l)
|
||
|
David
C. Bupp
|
3,056,934(e)
|
|
4.7%
|
|
|
Julius
R. Krevans, M.D.
|
392,000(f)
|
(l)
|
||
|
Brent
L. Larson
|
624,762(g)
|
1.0%
|
||
|
Fred
B. Miller
|
266,000(h)
|
(l)
|
||
|
J.
Frank Whitley, Jr.
|
246,000(i)
|
(l)
|
||
|
All
directors and officers as a group
|
5,945,829(j)(m)
|
8.9%
|
||
|
(12
persons)
|
||||
|
Great
Point Partners, L.P.
2
Pickwick Plaza, Suite 450
Greenwich,
CT 06830
|
28,187,500(k)
|
31.3%
|
|
(*)
|
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission which generally attribute beneficial ownership
of
securities to persons who possess sole or shared voting power and/or
investment power with respect to those securities. Unless otherwise
indicated, voting and investment power are exercised solely by the
person
named above or shared with members of such person’s
household.
|
|
(**)
|
Percent
of class is calculated on the basis of the number of shares outstanding
on
May 15, 2007, plus the number of shares the person has the right
to
acquire within 60 days of May 15,
2007.
|
|
(a)
|
This
amount includes 110,000 shares issuable upon exercise of options
which are
exercisable within 60 days, but does not include 20,000 shares issuable
upon exercise of options which are not exercisable within 60
days.
|
|
(b)
|
This
amount consists of 139,256 shares of our common stock owned by Mittai
Investments Ltd. (Mittai), an investment fund under the management
and
control of Mr. Avital, and 155,000 shares issuable upon exercise
of
options which are exercisable within 60 days but does not include
20,000
shares issuable upon exercise of options which are not exercisable
within
60 days. The shares held by Mittai were obtained through a distribution
of
2,785,123 shares previously held by Ma’Aragim Enterprise Ltd. (Ma’Aragim),
another investment fund under the management and control of Mr. Avital.
On
February 28, 2005, Ma’Aragim distributed its shares to the partners in the
fund. Mr. Avital is not an affiliate of the other fund to which the
remaining 2,645,867 shares were distributed. Of the 2,785,123 shares
previously held by Ma’Aragim, 2,286,712 were acquired in exchange for
surrendering its shares in Cardiosonix Ltd. on December 31, 2001,
in
connection with our acquisition of Cardiosonix, and 498,411 were
acquired
by Ma’Aragim based on the satisfaction of certain developmental milestones
on December 30, 2002, associated with our acquisition of
Cardiosonix.
|
|
(c)
|
This
amount includes 140,000 shares issuable upon exercise of options
which are
exercisable within 60 days but does not include 20,000 shares issuable
upon exercise of options which are not exercisable within 60
days.
|
|
(d)
|
On
April 25, 2007, Carl M. Bosch submitted his resignation as an officer
of
the Company, to be effective May 10, 2007. This amount includes 63,845
shares remaining in Mr. Bosch’s account in the 401(k)
Plan.
|
|
(e)
|
This
amount includes 1,226,666 shares issuable upon exercise of options
which
are exercisable within 60 days, 875,000 warrants which are exercisable
within 60 days, a promissory note convertible into 250,000 shares
of our
common stock,
175,511 shares that are held by Mr. Bupp’s wife for which he disclaims
beneficial ownership and 91,257 shares in Mr. Bupp’s account in the 401(k)
Plan, but it does not include 483,334 shares issuable upon exercise
of
options which are not exercisable within 60
days.
|
|
(f)
|
This
amount includes 390,000 shares issuable upon exercise of options
which are
exercisable within 60 days, but does not include 20,000 shares issuable
upon the exercise of options which are not exercisable within 60
days.
|
|
(g)
|
This
amount includes 460,533 shares issuable upon exercise of options
which are
exercisable within 60 days and 64,229 shares in Mr. Larson’s account in
the 401(k) Plan, but it does not include 96,667 shares issuable upon
exercise of options which are not exercisable within 60
days.
|
|
(h)
|
This
amount includes 215,000 shares issuable upon exercise of options
which are
exercisable within 60 days and 31,000 shares held by Mr. Miller’s wife for
which he disclaims beneficial ownership, but does not include 20,000
shares issuable upon the exercise of options which are not exercisable
within 60 days.
|
|
(i)
|
This
amount includes 245,000 shares issuable upon exercise of options
which are
exercisable within 60 days, but does not include 20,000 shares issuable
upon exercise of options which are not exercisable within 60
days.
|
|
(j)
|
This
amount includes 3,506,699 shares issuable upon exercise of options
which
are exercisable within 60 days and 240,663 shares held in the 401(k)
Plan
on behalf of certain officers, but it does not include 850,001 shares
issuable upon the exercise of options which are not exercisable within
60
days. The Company itself is the trustee of the Neoprobe 401(k) Plan
and
may, as such, share investment power over common stock held in such
plan.
The trustee disclaims any beneficial ownership of shares held by
the
401(k) Plan. The 401(k) Plan holds an aggregate total of 444,536
shares of
common stock.
|
|
(k)
|
This
amount includes 10,003,125 shares issuable upon conversion of promissory
notes in the principal amount of $4,001,250 held by Biomedical Value
Fund,
L.P. (BVF) that are convertible within 60 days, 8,184,375 shares
issuable
upon conversion of promissory notes in the original principal amount
of
$3,273,750 held by Biomedical Offshore Value Fund, Ltd. (BOVF) that
are
convertible within 60 days, 5,500,000 warrants held by BVF that are
exercisable within 60 days and 4,500,000 warrants held by BOVF that
are
exercisable within 60 days. BVF and BOVF are investment funds managed
by
Great Point Partners, LLP.
|
|
(l)
|
Less
than one percent.
|
|
(m)
|
The
address of all directors and executive offices is c/o Neoprobe
Corporation, 425 Metro Place North, Suite 300, Dublin, Ohio
43017-1367.
|
|
Name
and Principal Position
|
Year
|
Salary
|
(a)
Bonus
|
(b)
Option
Awards
|
(c)
All
Other
Compensation
|
Total
Compensation
|
|||||||||||||
|
Carl
M. Bosch (d)
Vice
President,
Research
and Development
|
2006
2005
|
$
|
160,000
149,000
|
$
|
6,000
7,500
|
$
|
16,175
-
|
$
|
4,558
4,107
|
$
|
186,733
160,607
|
||||||||
|
David
C. Bupp
President
and
Chief
Executive Officer
|
2006
2005
|
$
|
305,000
290,000
|
$
|
20,000
45,000
|
$
|
60,006
-
|
$
|
8,099
7,789
|
$
|
393,105
342,789
|
||||||||
|
Brent
L. Larson
Vice
President, Finance and
Chief
Financial Officer
|
2006
2005
|
$
|
160,000
149,000
|
$
|
5,000
7,500
|
$
|
16,175
-
|
$
|
4,576
4,113
|
$
|
185,751
160,613
|
||||||||
|
(a)
|
Bonuses,
if any, have been disclosed for the year in which they were earned
(i.e.,
the year to which the service
relates).
|
|
(b)
|
Amount
represents the dollar amount recognized for financial statement reporting
purposes in accordance with SFAS 123(R). Assumptions made in the
valuation
of stock option awards are disclosed in Item 1(l) of the Notes to
the
Consolidated Financial Statements in our Annual Report on Form 10-KSB
for
the fiscal year ended December 31, 2006. Prior to 2006, the Company
accounted for stock option awards under APB Opinion No. 25’s intrinsic
value method and, as such, generally recognized no compensation cost
for
employee stock options.
|
|
(c)
|
Amount
represents life insurance premiums paid during the fiscal year for
the
benefit of the Named Executive Officers and matching contributions
under
the Neoprobe Corporation 401(k) Plan (the Plan). Eligible employees
may
make voluntary contributions and we may, but are not obligated to,
make
matching contributions based on 40 percent of the employee’s contribution,
up to five percent of the employee’s salary. Employee contributions are
invested in mutual funds administered by an independent plan
administrator. Company contributions, if any, are made in the form
of
shares of common stock. The Plan qualifies under section 401 of the
Internal Revenue Code, which provides that employee and company
contributions and income earned on contributions are not taxable
to the
employee until withdrawn from the Plan, and that we may deduct our
contributions when made.
|
|
(d)
|
On
April 25, 2007, Carl M. Bosch submitted his resignation as an officer
of
the Company, to be effective May 10,
2007.
|
|
Number
of Securities Underlying
Unexercised
Options (#)
|
Option
Exercise
|
Option
Expiration
|
|||
|
Name
|
Exercisable
|
Unexercisable
|
Price
|
Date
|
Note
|
|
Carl
M. Bosch
|
10,000
20,000
45,000
45,000
50,000
40,000
30,000
46,667
33,333
33,333
26,667
-
|
-
-
-
-
-
-
-
23,333
16,667
16,667
13,333
50,000
|
$
1.50
$
1.25
$
0.50
$
0.41
$
0.42
$
0.14
$
0.13
$
0.30
$
0.49
$
0.39
$
0.26
$
0.27
|
9/28/2008
2/11/2009
1/4/2010
1/3/2011
1/7/2012
1/15/2013
2/15/2013
1/7/2014
7/28/2014
12/10/2014
12/27/2015
12/15/2016
|
(b),
(n)
(c),
(n)
(d),
(n)
(e),
(n)
(f),
(n)
(g),
(n)
(h),
(n)
(i),
(n)
(j),
(n)
(k),
(n)
(l),
(n)
(m),
(n)
|
|
David
C. Bupp
|
180,000
180,000
180,000
100,000
70,000
100,000
100,000
133,333
133,333
-
|
-
-
-
-
-
50,000
50,000
66,667
66,667
300,000
|
$
0.50
$
0.41
$
0.42
$
0.14
$
0.13
$
0.30
$
0.49
$
0.39
$
0.26
$
0.27
|
1/4/2010
1/3/2011
1/7/2012
1/15/2013
2/15/2013
1/7/2014
7/28/2014
12/10/2014
12/27/2015
12/15/2016
|
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
|
|
Brent
L. Larson
|
7,200
25,000
25,000
60,000
60,000
50,000
40,000
30,000
46,667
33,333
33,333
26,667
-
|
-
-
-
-
-
-
-
-
23,333
16,667
16,667
13,333
50,000
|
$
5.63
$
1.50
$
1.25
$
0.50
$
0.41
$
0.42
$
0.14
$
0.13
$
0.30
$
0.49
$
0.39
$
0.26
$
0.27
|
1/28/2008
9/28/2008
2/11/2009
1/4/2010
1/3/2011
1/7/2012
1/15/2013
2/15/2013
1/7/2014
7/28/2014
12/10/2014
12/27/2015
12/15/2016
|
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
|
|
(a)
|
Options
were granted 1/28/1998 and vested as to one-third immediately and
on each
of the first two anniversaries of the date of
grant.
|
|
(b)
|
Options
were granted 9/28/1998 and vested as to one-thirtieth (1/30) per
month for
thirty (30) months after the date of
grant.
|
|
(c)
|
Options
were granted 2/11/1999 and vested as to one-third immediately and
on each
of the first two anniversaries of the date of
grant.
|
|
(d)
|
Options
were granted 1/4/2000 and vested as to one-third on each of the first
three anniversaries of the date of
grant.
|
|
(e)
|
Options
were granted 1/3/2001 and vested as to one-third on each of the first
three anniversaries of the date of
grant.
|
|
(f)
|
Options
were granted 1/7/2002 and vested as to one-third on each of the first
three anniversaries of the date of
grant.
|
|
(g)
|
Options
were granted 1/15/2003 and vested as to one-third on each of the
first
three anniversaries of the date of
grant.
|
|
(h)
|
Options
were granted 2/15/2003 and vested as to one-third on each of the
first
three anniversaries of the date of
grant.
|
|
(i)
|
Options
were granted 1/7/2004 and vest as to one-third on each of the first
three
anniversaries of the date of grant.
|
|
(j)
|
Options
were granted 7/28/2004 and vest as to one-third on each of the first
three
anniversaries of the date of grant.
|
|
(k)
|
Options
were granted 12/10/2004 and vest as to one-third on each of the first
three anniversaries of the date of
grant.
|
|
(l)
|
Options
were granted 12/27/2005 and vest as to one-third immediately and
on each
of the first two anniversaries of the date of
grant.
|
|
(m)
|
Options
were granted 12/15/2006 and vest as to one-third on each of the first
three anniversaries of the date of
grant.
|
|
(n)
|
On
April 25, 2007, Carl M. Bosch submitted his resignation as an officer
of
the Company, to be effective May 10, 2007. Under the terms of the
Plans,
all unexercised options are forfeited as of the date of termination.
All
of these options have therefore
expired.
|
|
·
|
by
our company without cause (cause is defined as any willful breach
of a
material duty by Mr. Bupp in the course of his employment or willful
and
continued neglect of his duty as an
employee);
|
|
·
|
by
the expiration of the term of Mr. Bupp’s employment agreement; or
|
|
·
|
by
the resignation of Mr. Bupp because his title, authority, responsibilities
or compensation have materially diminished, a material adverse change
occurs in his working conditions or we breach the
agreement;
|
|
·
|
the
acquisition, directly or indirectly, by a person (other than our
company
or an employee benefit plan established by the Board of Directors)
of
beneficial ownership of thirty percent (30%) or more of our securities
with voting power in the next meeting of holders of voting securities
to
elect the directors;
|
|
·
|
a
majority of the Directors elected at any meeting of the holders of
our
voting securities are persons who were not nominated by our then
current
Board of Directors or an authorized committee
thereof;
|
|
·
|
our
stockholders approve a merger or consolidation of our company with
another
person, other than a merger or consolidation in which the holders
of our
voting securities outstanding immediately before such merger or
consolidation continue to hold voting securities in the surviving
or
resulting corporation (in the same relative proportions to each other
as
existed before such event) comprising eighty percent (80%) or more
of the
voting power for all purposes of the surviving or resulting corporation;
or
|
|
·
|
our
stockholders approve a transfer of substantially all of our assets
to
another person other than a transfer to a transferee, eighty percent
(80%)
or more of the voting power of which is owned or controlled by us
or by
the holders of our voting securities outstanding immediately before
such
transfer in the same relative proportions to each other as existed
before
such event.
|
|
·
|
by
our company without cause (cause is defined as any willful breach
of a
material duty by Mr. Larson in the course of his employment or willful
and
continued neglect of his duty as an
employee);
|
|
·
|
by
the expiration of the term of Mr. Larson’s employment agreement; or
|
|
·
|
by
the resignation of Mr. Larson because his title, authority,
responsibilities or compensation have materially diminished, a material
adverse change occurs in his working conditions or we breach the
agreement;
|
|
·
|
the
acquisition, directly or indirectly, by a person (other than our
company
or an employee benefit plan established by the Board of Directors)
of
beneficial ownership of thirty percent (30%) or more of our securities
with voting power in the next meeting of holders of voting securities
to
elect the directors;
|
|
·
|
a
majority of the directors elected at any meeting of the holders of
our
voting securities are persons who were not nominated by our then
current
Board of Directors or an authorized committee
thereof;
|
|
·
|
our
stockholders approve a merger or consolidation of our company with
another
person, other than a merger or consolidation in which the holders
of our
voting securities outstanding immediately before such merger or
consolidation continue to hold voting securities in the surviving
or
resulting corporation (in the same relative proportions to each other
as
existed before such event) comprising eighty percent (80%) or more
of the
voting power for all purposes of the surviving or resulting corporation;
or
|
|
·
|
our
stockholders approve a transfer of substantially all of the assets
of our
company to another person other than a transfer to a transferee,
eighty
percent (80%) or more of the voting power of which is owned or controlled
by us or by the holders of our voting securities outstanding immediately
before such transfer in the same relative proportions to each other
as
existed before such event.
|
|
Name
|
(a)
Fees
Earned or
Paid
in Cash
|
(b)
Option
Awards
|
Total
Compensation
|
|||||||
|
Carl
J. Aschinger, Jr.
|
$
|
19,750
|
$
|
9,099
|
$
|
28,849
|
||||
|
Reuven
Avital
|
20,250
|
9,099
|
29,349
|
|||||||
|
Kirby
I. Bland, M.D.
|
17,000
|
9,988
|
26,988
|
|||||||
|
Julius
R. Krevans, M.D.
|
21,500
|
10,366
|
31,866
|
|||||||
|
Fred
B. Miller
|
23,500
|
10,366
|
33,866
|
|||||||
|
J.
Frank Whitley, Jr.
|
20,250
|
9,099
|
29,349
|
|||||||
|
(a)
|
Amount
represents fees earned during the fiscal year ended December 31,
2006
(i.e., the year to which the service relates). Quarterly retainers
are
paid during the quarter in which they are earned. Meeting attendance
fees
are paid during the quarter following the quarter in which they are
earned.
|
|
(b)
|
Amount
represents the dollar amount recognized for financial statement reporting
purposes in accordance with SFAS 123(R). Assumptions made in the
valuation
of stock option awards are disclosed in Item 1(l) of the Notes to
the
Consolidated Financial Statements in our Annual Report on Form 10-KSB
for
the fiscal year ended December 31, 2006. Prior to 2006, the Company
accounted for stock option awards under APB Opinion No. 25’s intrinsic
value method and, as such, generally recognized no compensation cost
for
employee stock options.
|
| NEOPROBE CORPORATION |
THIS
PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS
|
|
1.
|
To
elect as directors the nominees named below for a term of three
years and
until their successors are duly elected and
qualified.
|
| NOMINEES: |
Reuven
Avital
|
| David C. Bupp |
| 2. |
To
transact such other business as may properly come before the meeting
or
any adjournment thereof.
|
|
Date:
_______________________________________________, 2007
|
|
|
__________________________________________________________
Signature
|
|
|
__________________________________________________________
Signature
(if held jointly)
|
|
|
IMPORTANT:
Please sign exactly as name or names appear to the left. When shares
are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as
such. Corporations should sign in their full corporate name by
their
president or other authorized officer. If a partnership, please
sign in
partnership name by an authorized person.
|
|