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
1, 2007 |
|
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
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|
| |
(Address
of principal executive
offices)
|
(Zip
Code)
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|
| Registrant's
telephone number, including area code |
(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):
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.
Employment
Agreements with Named Executive Officers
Effective
January 1, 2007, Neoprobe Corporation (the “Company”) entered into employment
agreements with: (a) David C. Bupp, the Company’s President and Chief Executive
Officer; (b) Brent L. Larson, the Company’s Vice President, Finance and Chief
Financial Officer; and (c) Carl M. Bosch, the Company’s Vice President, Research
and Development. The employment agreement between the Company and Mr. Bupp
has a
stated term of 36 months, commencing January 1, 2007, and terminating December
31, 2009. The employment agreements between the Company and Messrs. Larson
and
Bosch have a stated term of 24 months, each commencing January 1, 2007, and
terminating December 31, 2008. 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 form filed herewith as Exhibit
10.1. 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, Governance and Nominating Committee. 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 an employee 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: (a) continue to provide Mr. Bupp with such health, dental and
similar insurance or benefits as were provided to Mr. Bupp immediately before
his termination for the longer of 24 months after such termination or the full
unexpired term of his employment agreement; and (b) continue to provide either
of Messrs. Larson or Bosch with such health, dental and similar insurance or
benefits as were provided to Messrs. Larson or Bosch immediately before his
termination for the longer of 12 months after such termination or the full
unexpired term of his 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 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 such termination. Additionally, the
Company 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 either of Messrs. Larson or 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 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 Bosch 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 Bosch 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.
2006
Cash Bonus for Named Executive Officers
The
Compensation, Governance and Nominating Committee of the Company also approved
cash bonuses to the named executive officers listed in the table below, to
be
paid in the first quarter of 2007 in the amounts listed upon achievement of
the
following corporate goals, and subject to reduction if the goals are not
achieved:
| · |
Achievement
of specified 2006 annual revenue goals, subject to 50% reduction
of bonus
if not achieved.
|
| · |
Completion
of Phase II clinical development activities for Lymphoseek, to have
occurred on or before December 31, 2006, subject to 25% reduction
of bonus
if not achieved.
|
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Name
|
Position
|
2006
Cash Bonus Target
|
| |
|
|
|
David
C. Bupp
|
President
and Chief Executive Officer
|
$80,000
|
|
Brent
L. Larson
|
Vice
President, Finance and Chief Financial Officer
|
$20,000
|
|
Carl
M. Bosch
|
Vice
President, Research and Development
|
$24,000
|
2007
Cash Bonus for Named Executive Officers
In
additon, the Compensation, Governance and Nominating Committee of the Company
also established cash bonus performance goals for the named executive officers
listed in the table above, to be paid in the first quarter of 2008 in the
amounts to be determined by the Compensation, Governance and Nominating
Committee upon achievement of the following corporate goals, and subject to
reduction if the goals are not achieved:
| · |
Achievement
of specified 2007 annual revenue goals, subject to 25% reduction
of bonus
if not achieved.
|
| · |
Completion
of Phase III clinical development activities for Lymphoseek, to have
occurred on or before December 31, 2007, subject to 50% reduction
of bonus
if not achieved.
|
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
Number
|
Exhibit
Description
|
| |
|
| 10.1 |
Employment Agreement, dated January
1, 2007,
between Neoprobe Corporation and David C. Bupp. 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 one that is filed herewith. |
| |
|
| 10.2 |
Schedule identifying material differences
between the employment agreements. |
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: January
5, 2007 |
By: |
/s/ Brent L. Larson |
| |
Brent
L. Larson, Vice President, Finance and Chief
Financial Officer |