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) January 3, 2005
--------------------------------
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):
[ ] 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 January 3, 2005, Neoprobe Corporation (the "Company") entered into
employment agreements with: (a) Brent L. Larson, the Company's Vice President,
Chief Financial Officer; (b) Douglas L. Rash, the Company's Vice President -
Marketing; (c) Anthony K. Blair, the Company's Vice President - Manufacturing
Operations; (d) Rodger A. Brown, the Company's Vice President - RA/QA; and, (e)
Carl M. Bosch, the Company's Vice President, Research and Development. The
employment agreements between the Company and Messrs. Blair and Rash have a
stated term of 12 months, commencing January 1, 2005, and terminating December
31, 2005. The employment agreements between the Company and Messrs. Larson,
Brown and Bosch have a stated term of 24 months, each commencing January 1,
2005, and terminating December 31, 2006. The following is a description of the
substantially identical material terms of the aforementioned employment
agreements:
Each employee will receive an annual base salary as set forth on the
schedule filed herewith as Exhibit 10.2, which schedule sets forth the material
details in which each employment agreement differs from the one that is filed
herewith (the "Schedule"). Each employee shall also receive an annual bonus at
the discretion of the Board of Directors of the Company in accordance with any
bonus plan adopted by the Company's Compensation Committee, which covers the
executive officers and employees of the Company generally. The employment
agreements also provide for the employees' participation in the Company's
employee benefit programs, stock based incentive compensation plans and other
benefits as described in the employment agreements.
In the event of termination of an employee "for cause" all salary,
benefits and other payments shall cease at the time of termination, and the
Company shall have no further obligations to the employee. If an employee
resigns for any reason other than a Change of Control (as that term is defined
in the employment agreements) as described below, all salary, benefits and other
payments shall cease at the time such resignation becomes effective. If one of
the employees dies or his employment is terminated because of disability, all
salary, benefits and other payments shall cease at the time of death or
disability, provided, however, that the Company shall provide such health,
dental and similar insurance or benefits as were provided to the employee
immediately before his termination for the longer of 12 months after such
termination or the full unexpired term of the employment agreement.
In the event of termination of an employee by the Company without cause
the Company shall, at the time of such termination, pay to the employee the
respective severance amount set forth on the Schedule, 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 such termination.
Additionally, the Company shall continue to provide Messrs. Rash, Blair and
Brown with all of the benefits provided to them pursuant to the Company's
employee benefit plans for the longer of 12 months or the full unexpired term of
their employment agreements, and shall continue to provide Messrs. Larson and
Bosch with the benefits provided to them pursuant to the Company's employee
benefit plans for a period of 12 months.
The Company also must pay severance, under certain circumstances, in the
event of a Change of Control. The employment agreements provide that if there is
a Change in Control and an employee is concurrently or subsequently terminated
(a) by the Company without cause, (b) by the expiration of the term of his
employment agreement, or (c) by the resignation of the employee because he has
reasonably determined in good faith that his titles, authorities,
responsibilities, salary, bonus opportunities or benefits 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
the Schedule, 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 provide him with all of his benefits provided pursuant
to the Company's employee benefit plans for the longer of 12 months 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.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Description
10.1 Employment Agreement dated January 1, 2005, between Neoprobe
Corporation and Brent L. Larson. This Agreement is one of five
substantially identical employment agreements and is accompanied by
a schedule which identifies the material details in which each
agreement differs from the one that is filed herewith.
10.2 Schedule identifying material differences between the employment
agreements.
3
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: January 5, 2005 By: /s/ Brent L. Larson
--------------------------------
Brent L. Larson, Vice President,
Chief Financial Officer
4