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Date
of Report (Date of earliest event reported)
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July
26, 2007
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NEOPROBE
CORPORATION
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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
|
|
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.)
|
| 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))
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·
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Providing
that the annual meeting of stockholders be held annually at such
time as
designated by the board of directors, rather than within 13 months
of the
last annual meeting as formerly provided in the
By-Laws;
|
|
·
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Updating
the notice provisions applicable to stockholder meetings to allow
for
notice and waiver of notice by electronic transmission, and dispensing
with the required delivery of notice to any stockholder where prior
notices to the last known address of such stockholder have been returned
as undeliverable;
|
|
·
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Expressly
permitting other actions to be taken through electronic transmission,
as
permitted by Delaware law, including actions by the board of directors
or
any committee by written consent, proxies and notice of meetings
of the
board of directors;
|
|
·
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Permitting
the company to provide access to a stockholder list for purposes
of a
stockholder meeting through an Internet website or similar electronic
network;
|
|
·
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Providing
that the board of directors may adopt rules governing the conduct
of
stockholder meetings as permitted by Delaware law;
|
|
·
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Clarifying
that the President of the Company is the chief executive officer
of the
Company in the absence of the board of directors’ designation of another
officer as chief executive officer;
and
|
|
·
|
Permitting
the board of directors to authorize the issuance and transfer of
uncertificated shares.
|
|
Exhibit
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|
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Number
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Exhibit
Description
|
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3.2
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Amended
and Restated By-Laws of Neoprobe Corporation (as adopted July 26,
2007).
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|
Neoprobe
Corporation
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||
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Date:
August
3, 2007
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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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