UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-K/A
Amendment Number 2
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: December 31, 1998
OR
|| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _______________.
Commission file number: 0-26520
NEOPROBE CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 31-1080091
- ---------------------------------------------------------------- ---------------------------------
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification
No.)
425 Metro Place North, Suite 300, Dublin, Ohio 43017-1367
- ---------------------------------------------------------------- ---------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (614) 793-7500 Securities
registered pursuant to Section 12(b) of the Act: None Securities registered
pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
-------------------------------------------------------------------------------
(Title of Class)
Rights to Purchase Series A Junior Participating Preferred Stock
-------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
The aggregate market value of shares of Common Stock held by non-affiliates of
the Registrant on March 19, 1999 was $24,212,375.
The number of shares of Common Stock outstanding on March 19, 1999 was
22,965,017.
The following documents have been incorporated by reference into this Form 10-K:
Document Part of Form 10-K
-------- -----------------
Registrant's Proxy Statement for its 1999 Part III
Annual Meeting of Stockholders
This Amendment Number 2 to Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 is being filed by the Registrant in order to refile item 14
together with a revised version of Exhibit 10.4.32 which conforms to the
Registrant's Amended Confidential Treatment Request for Exhibit 10.4.32.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) LIST OF EXHIBITS AND FINANCIAL STATEMENTS FILED AS PART OF
THIS REPORT
(3) ARTICLES OF INCORPORATION AND BY-LAWS
3.1. Complete Restated Certificate of Incorporation of Neoprobe
Corporation, as corrected February 18, 1994 and as amended
June 27, 1994, July 25, 1995, June 3, 1996 and March 17, 1999
(previously filed).
3.2. Amended and Restated By-Laws, dated July 21, 1993, as amended
July 18, 1995 and May 30, 1996 (incorporated by reference to
Exhibit 99.4 to the June 1996 Form 8-K).
(4) INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS, INCLUDING
INDENTURES
4.1. See Articles FOUR, FIVE, SIX and SEVEN of the Restated
Certificate of Incorporation of the Registrant (see Exhibit
3.1).
4.2. See Articles II and VI and Section 2 of Article III and
Section 4 of Article VII of the Amended and Restated By-Laws
of the Registrant (see Exhibit 3.2).
4.3. Rights Agreement dated as of July 18, 1995 between the
Registrant and Continental Stock Transfer & Trust Company
(incorporated by reference to Exhibit 1 to the registration
statement on Form 8-A, Commission File No. 0-26520).
4.4. Amendment Number 1 to the Rights Agreement between the
Registrant and Continental Stock Transfer & Trust Company
dated February 16, 1999 (previously filed).
(10) MATERIAL CONTRACTS (*indicates management contract or
compensatory plan or arrangement).
10.1.1.--10.1.24. Reserved.
10.1.25. Rights Agreement between the Registrant and Continental Stock
Transfer & Trust Company dated as of July 18, 1995 (see
Exhibit 4.3).
10.1.26.--10.1.30. Reserved.
10.1.31. Amendment Number 1 to the Rights Agreement between the
Registrant and Continental Stock Transfer & Trust Company
dated February 16, 1999 (see Exhibit 4.4).
10.1.32. Preferred Stock and Warrant Purchase Agreement dated February
16, 1999 among the Registrant, The Aries Master Fund, a Cayman
Island exempted company, and The Aries Domestic Fund, L.P.
(previously filed).
10.1.33. Warrant dated February 16, 1999 for the purchase of shares to
purchase Common Stock issued to The Aries Master Fund, a
Cayman Island exempted company (previously filed). This
exhibit is one of two substantially identical instruments and
is accompanied by a schedule identifying the other instrument
omitted and setting forth the material details in which such
instrument differs from the one filed herewith.
30
10.1.34. Option Units dated February 16, 1999 for the purchase of
shares of 5% Series B Convertible Preferred Stock of the
Registrant and warrants to purchase shares of Common Stock
issued to Paramount Capital, Inc. (previously filed).
10.1.35. Financial Advisory Agreement dated February 16, 1999 between
the Registrant and Paramount Capital, Inc. (previously filed).
10.1.36. Letter agreement dated February 24, 1999 among the Registrant,
The Aries Master Fund, a Cayman Island Exempted Company and
The Aries Domestic Fund, L.P. (previously filed).
10.1.37. Letter agreement dated March 12, 1999 among the Registrant,
The Aries Master Fund, a Cayman Island Exempted Company and
The Aries Domestic Fund, L.P. (previously filed).
10.1.38. Letter agreement dated April 1, 1999 among the Registrant, The
Aries Master Fund, a Cayman Island Exempted Company, and The
Aries Domestic Fund, L.P. (previously filed).
10.2.1.-- 10.2.14. Reserved.
10.2.15. Option Agreements between the Registrant and David C. Bupp
(incorporated by reference to Exhibit 10.7 to the Registrant's
registration statement on Form S-1; No. 33-51446 (the "Form
S-1")).*
10.2.16.--10.2.17. Reserved.
10.2.18. Non-Qualified Stock Option Agreement dated May 3, 1993 between
the Registrant and David C. Bupp (incorporated by reference to
Exhibit 10.50 to the Registrant's Quarterly Report on Form
10--QSB for the quarterly period ended June 30, 1993;
Commission File No. 0-26520 (the "2nd Quarter 1993 Form
10-QSB")).*
10.2.19.--10.2.20. Reserved.
10.2.21. Non-Qualified Stock Option Agreement dated May 3, 1993 between
the Registrant and John L. Ridihalgh (incorporated by
reference to Exhibit 10.53 to the 2nd Quarter 1993 Form
10-QSB).*
10.2.22. Reserved.
10.2.23. Non-Qualified Stock Option Agreement dated February 28, 1992
and amended and restated June 3, 1993 between the Registrant
and David C. Bupp (incorporated by reference to Exhibit 99.5
to Registrant's report on Form 8-K dated January 21, 1994;
Commission File No. 0-26520 (the "January 1994 Form 8-K")).*
10.2.24. Non-Qualified Stock Option Agreement dated July 1, 1990 and
amended and restated June 3, 1993 between the Registrant and
David C. Bupp (incorporated by reference to Exhibit 99.6 to
the January 1994 Form 8-K).*
10.2.25. Non-Qualified Stock Option Agreement dated June 1, 1992 and
amended and restated June 3, 1993 between the Registrant and
John L. Ridihalgh (incorporated by reference to Exhibit 99.7
to the January 1994 Form 8-K).*
10.2.26. Amended and Restated Stock Option and Restricted Stock
Purchase Plan dated March 3, 1994 (incorporated by reference
to Exhibit 10.2.26 to Registrant's annual report on Form
10-KSB for the year ending December 31, 1993; Commission File
No. 0-26520 (the "1993 Form 10-KSB")).*
31
10.2.27.--10.2.28. Reserved.
10.2.29. Non-Qualified Stock Option Agreement dated February 16, 1995
between the Registrant and John L. Ridihalgh (incorporated by
reference to Exhibit 10.2.29 to the 1994 Form 10-KSB).*
10.2.30. Non-Qualified Stock Option Agreement dated February 16, 1995
between the Registrant and David C. Bupp (incorporated by
reference to Exhibit 10.2.30 to the 1994 Form 10-KSB).*
10.2.31. Employment Agreement dated as of January 1, 1996 between the
Registrant and John L. Ridihalgh (incorporated by reference to
Exhibit 10.2.31 to the Registrant's Quarterly Report on Form
10-QSB for the quarterly period ended June 30, 1996;
Commission File No. 0-26520 (the "2nd Quarter 1996 Form
10-QSB")).*
10.2.32.-10.2.33. Reserved.
10.2.34. Restricted Stock Purchase Agreement dated June 5, 1996 between
the Registrant and John L. Ridihalgh (incorporated by
reference to Exhibit 10.2.32 to the Registrant's Annual Report
on Form 10-KSB for the year ending December 31, 1997 (the
"1997 Form 10-KSB"); Commission File No. 0-26520).*
10.2.35. Restricted Stock Purchase Agreement dated June 5, 1996 between
the Registrant and David C. Bupp (incorporated by reference to
Exhibit 10.2.35 to the 1997 Form 10-KSB).*
10.2.36. Reserved.
10.2.37. 1996 Stock Incentive Plan dated January 18, 1996 as amended
March 13, 1997 (incorporated by reference to Exhibit 10.2.37
to the 1997 Form 10-K).*
10.2.38. Non-Qualified Stock Option Agreement dated January 18, 1996
between the Registrant and John L. Ridihalgh (incorporated by
reference to Exhibit 10.2.38 to the 1997 Form 10-K).*
10.2.39. Non-Qualified Stock Option Agreement dated January 18, 1996
between the Registrant and David C. Bupp (incorporated by
reference to Exhibit 10.2.39 to the 1997 Form 10-K).*
10.2.40. Non-Qualified Stock Option Agreement dated February 3, 1997
between the Registrant and John L. Ridihalgh (incorporated by
reference to Exhibit 10.2.40 to the 1997 Form 10-K).*
10.2.41. Non-Qualified Stock Option Agreement dated February 3, 1997
between the Registrant and David C. Bupp (incorporated by
reference to Exhibit 10.2.41 to the 1997 Form 10-K).*
10.2.42. Reserved.
10.2.43. Agreement, Release, and Waiver dated February 23, 1998 between
the Registrant and Dr. William Eisenhardt (incorporated by
reference to the Registrant's quarterly report on Form 10-Q
for the quarter ending March 31, 1998; Commission File No.
0-26520).*
10.2.44. Employment Agreement dated as of January 1, 1998 between the
Registrant and David C. Bupp. (incorporated by reference to
Exhibit 10.2.44 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1998; Commission
File No. 0-26520 (the "2nd Quarter 1998 Form 10-Q")).*
32
10.2.45. Restricted Stock Purchase Agreement between David C. Bupp and
the Registrant dated May 20, 1998 (incorporated by reference
Exhibit 10.2.45 to the 2nd Quarter 1998 Form 10-Q.*
10.2.46. Waiver by David Bupp dated February 16, 1999 of certain
provisions in the employment agreement between the Registrant
and David C. Bupp dated January 1, 1998 (previously filed).*
10.2.47. Severance Agreement dated October 23, 1998 between the
Registrant and Matthew F. Bowman (previously filed). This
agreement is one of four substantially identical agreements
and is accompanied by a schedule identifying the other
agreements omitted and setting forth the material details in
which such documents differ from the one that is filed
herewith.*
10.2.48. Restricted Stock Agreement dated October 23, 1998 between the
Registrant and Matthew F. Bowman (previously filed). This
agreement is one of three substantially identical agreements
and is accompanied by a schedule identifying the other
agreements omitted and setting forth the material details in
which such documents differ from the one that is filed
herewith.*
10.2.49. Separation Agreement dated October 21, 1998 between the
Registrant and John L. Ridihalgh (previously filed).*
10.3.1. Technology Transfer Agreement dated July 29, 1992 between the
Registrant and The Dow Chemical Corporation (incorporated by
reference to Exhibit 10.10 to the Form S-1, confidential
portions of which were omitted and filed separately with the
Commission subject to an order granting confidential
treatment).
10.3.2.--10.3.29. Reserved.
10.3.30. Facility Agreement dated July 17, 1995 among Registrant,
Neoprobe (Israel) Ltd., and Rotem Industries, Ltd.
(incorporated by reference to Exhibit 10.3.30 to Registrant's
Quarterly Report on Form 10-QSB for the quarter ending
September 30, 1995, Commission File No. 0-26520 (the "3rd
Quarter 1995 Form 10-QSB"), confidential portions of which
were omitted and filed separately with the Commission subject
to an order granting confidential treatment).
10.3.31. Cooperative Research and Development Agreement between
Registrant and National Cancer Institute (incorporated by
reference to Exhibit 10.3.31 to the 3rd Quarter 1995 Form
10-QSB).
10.3.32. First Amendment to Facility Agreement dated July 17, 1995
among Registrant, Neoprobe (Israel), Ltd. and Rotem
Industries, Ltd (incorporated by reference to Exhibit 10.3.32
to the Registrant's Annual Report on Form 10-KSB for the year
ending December 31, 1995; Commission File No. 0-26520 (the
"1995 Form 10-KSB")).
10.3.33.-10.3.34. Reserved.
10.3.35. Investors' Rights Agreement dated February 5, 1996 between
Registrant and XTL Biopharmaceuticals, Ltd. (incorporated by
reference to Exhibit 10.3.35 to the 1st Quarter 1996 Form
10-QSB).
10.3.36. Reserved.
10.3.37 Research and Development Agreement dated February 13, 1996
between Registrant and XTL Biopharmaceuticals, Ltd.
(incorporated by reference to Exhibit 10.3.37 to the 1st
Quarter 1996 Form 10-QSB, confidential portions of which were
omitted and filed separately with the Commission subject to an
order granting confidential treatment).
33
10.3.38 Sublicense Agreement dated February 13, 1996 between
Registrant and XTL Biopharmaceuticals, Ltd. (incorporated by
reference to Exhibit 10.3.38 to the 1st Quarter 1996 Form
10-QSB, confidential portions of which were omitted and filed
separately with the Commission subject to an order granting
confidential treatment).
10.3.39.-10.3.44. Reserved.
10.3.45 License dated May 1, 1996 between Registrant and The Dow
Chemical Company (incorporated by reference to Exhibit 10.3.45
to the 2nd Quarter 1996 Form 10-QSB).
10.3.46 License Agreement dated May 1, 1996 between Registrant and The
Dow Chemical Company (incorporated by reference to Exhibit
10.3.46 to the 2nd Quarter 1996 Form 10-QSB, confidential
portions of which were omitted and filed separately with the
Commission subject to an order granting confidential
treatment).
10.3.47. License and Option Agreement between Cira Technologies, Inc.
and Neoprobe Corporation dated April 1, 1998 (incorporated by
reference to Exhibit 10.3.47 to the 2nd Quarter 1998 Form
10-Q).
10.3.48. Restated Subscription and Option Agreement between the
Registrant, Cira Technologies, Inc., Richard G. Olsen, John L.
Ridihalgh, Richard McMorrow, James R. Blakeslee, Mueller &
Smith, Ltd., Pierre Triozzi and Gregory Noll, dated April 17,
1998 (incorporated by reference to Exhibit 10.3.48 to the 2nd
Quarter 1998 Form 10-Q).
10.3.49. Restated Stockholders Agreement with the Registrant, Cira
Technologies, Inc., Richard G. Olsen, John L. Ridihalgh,
Richard McMorrow, James R. Blakeslee, Mueller & Smith, Ltd.,
Pierre L. Triozzi and Gregory Noll, dated April 17, 1998
(incorporated by reference to Exhibit 10.3.49 to the 2nd
Quarter 1998 Form 10-Q).
10.4.1.--10.4.15. Reserved.
10.4.16. Project Management Agreement dated May 17, 1995 between
Neoprobe (Israel) Ltd. and BARAN Project Construction Ltd.
(incorporated by reference to Exhibit 10.4.16 to the 2nd
Quarter 1995 Form 10-QSB).
10.4.17-10.4.21. Reserved.
10.4.22. Sales and Marketing Agreement dated April 21, 1998 between the
Registrant and Ethicon Endo-Surgery, Inc., an Ohio corporation
(incorporated by reference to Exhibit 10.4.22 to the 2nd
Quarter 1998 Form 10-Q, confidential portions of which were
omitted and filed separately with the Commission subject to an
order granting confidential treatment).
10.4.23. Loan Agreement between the Registrant and Bank One, NA, dated
April 16, 1998 (incorporated by reference to Exhibit 10.4.23
to the 2nd Quarter 1998 Form 10-Q).
10.4.24. Variable Rate Cognovit Promissory Note, dated April 16, 1998,
issued by Registrant to Bank One, NA (incorporated by
reference to Exhibit 10.4.24 to the 2nd Quarter 1998 Form
10-Q).
10.4.25. Security Agreement between the Registrant and Bank One, NA,
dated April 16, 1998 (incorporated by reference to Exhibit
10.4.25 to the 2nd Quarter 1998 Form 10-Q).
34
10.4.26. Letter amendment dated October 14, 1998 to the Sales and
Marketing Agreement dated April 21, 1998 between the
Registrant and Ethicon Endo-Surgery, Inc., an Ohio corporation
(incorporated by reference to Exhibit 10.4.26 to the
Registrant's quarterly report on Form 10-Q for the quarter
ending September 30, 1998, confidential portions of which were
omitted and filed separately with the Commission subject to an
order granting confidential treatment; Commission File No.
0-26520 (the "3rd Quarter 1998 Form 10-Q")).
10.4.27. Promissory Note, dated September 25, 1998, issued by
Registrant to Bank One, NA (incorporated by reference to
Exhibit 10.4.27 to the 3rd Quarter Form 10-Q).
10.4.28. Addendum to Promissory Note dated September 25, 1998 issued by
Registrant to Bank One, NA (incorporated by reference to
Exhibit 10.4.28 to the 3rd Quarter Form 10-Q).
10.4.29. Covenant Agreement dated September 25, 1998 between the
Registrant and Bank One, NA (incorporated by reference to
Exhibit 10.4.29 to the 3rd Quarter Form 10-Q).
10.4.30. Assignment of Deposit Account dated September 25, 1998 between
Registrant and Bank One, NA (incorporated by reference to
Exhibit 10.4.30 to the 3rd Quarter Form 10-Q).
10.4.31. Asset Purchase Agreement dated October 14, 1998 between the
Registrant, Neoprobe AB, a corporation organized and existing
under the laws of Sweden, and Bioinvent Production AB, a
corporation organized and existing under the laws of Sweden
(incorporated by reference to Exhibit 10.4.31 to the 3rd
Quarter Form 10-Q).
10.4.32. Supply Agreement between the Registrant and eV Products dated
December 8, 1997 (filed pursuant to Rule 24b-2 under which the
Registrant has requested confidential treatment of certain
portions of this Exhibit).
(11) STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
11.1. Computation of Net Loss Per Share (previously filed).
(21) SUBSIDIARIES OF THE REGISTRANT.
21.1. Subsidiaries of the Registrant (previously filed).
(23) CONSENT OF EXPERTS AND COUNSEL.
23.1 Consent of PricewaterhouseCoopers LLP (previously filed).
23.2 Consent of KPMG LLP (previously filed).
(24) POWERS OF ATTORNEY.
24.1. Powers of Attorney (previously filed).
24.2. Certified resolution of the Registrant's Board of
Directors authorizing officers and directors signing on
behalf of the Company to sign pursuant to a power of
attorney (previously filed).
35
(B) REPORTS ON FORM 8-K.
The Registrant filed a current Report on Form 8-K on December 8, 1998
to report information under Item 4. Changes in Registrant's
Certifying Accountant.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: June 2, 1999
NEOPROBE CORPORATION
(the "Registrant")
By: /s/ David C. Bupp
---------------------------------
David C. Bupp, President and
Chief Executive Officer
36
Pursuant to the requirements of the Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/David C. Bupp Director, President and Chief June 2, 1999
- -------------------------------------- Executive Officer
David C. Bupp (principal executive officer)
/s/Brent L. Larson* Vice President, Finance and June 2, 1999
- -------------------------------------- Chief Financial Officer
Brent L. Larson (principal financial officer)
/s/Melvin D. Booth* Director June 2, 1999
- --------------------------------------
Melvin D. Booth
/s/John S. Christie* Director June 2, 1999
- --------------------------------------
John S. Christie
/s/Julius R. Krevans* Chairman, Director June 2, 1999
- --------------------------------------
Julius R. Krevans
/s/Michael P. Moore* Director June 2, 1999
- --------------------------------------
Michael P. Moore
/s/J. Frank Whitley, Jr.* Director June 2, 1999
- --------------------------------------
J. Frank Whitley, Jr.
/s/James F. Zid* Director June 2, 1999
- --------------------------------------
James F. Zid
*By: /s/ David C. Bupp
-------------------------------------------
David C. Bupp, Attorney-in-fact
37
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
NEOPROBE CORPORATION
-----------------------
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED:
DECEMBER 31, 1998
-----------------------
EXHIBITS
-----------------------
===============================================================================
EXHIBIT INDEX
EXHIBIT Number of Pages Page in Manually
NUMBER Description in Original Document+ Signed Original
3.1. Complete Restated Certificate of Incorporation of
Neoprobe Corporation, as corrected and as amended 25 previously filed
---
3.2. Amended and Restated By-Laws, as amended 15 *
---
4.1. See Articles FOUR, FIVE, SIX and SEVEN of the
Restated Certificate of Incorporation of Registrant 25 previously filed
---
4.2. See Articles II and VI and Section 2 of Article III and
Section 4 of Article VII of the Amended and Restated
By-Laws of the Registrant 13 *
---
4.3. Rights Agreement dated as of July 18, 1995 between
the Registrant and Continental Stock Transfer & Trust
Company. 47 *
---
4.4. Amendment Number 1 to the Rights Agreement
between the Registrant and Continental Stock Transfer
& Trust Company dated February 16, 1999. 3 previously filed
---
10.1.1.-10.1.24. Reserved
10.1.25. Rights Agreement between the Registrant and
Continental Stock Transfer & Trust Company dated as
of July 18, 1995. 47 *
---
10.1.26.-10.1.30. Reserved 18 *
---
10.1.31. Amendment Number 1 to the Rights Agreement
between the Registrant and Continental Stock Transfer
& Trust Company dated February 16, 1999. 3 previously filed
---
10.1.32. Preferred Stock and Warrant Purchase Agreement
dated February 16, 1999 among the Registrant, The
Aries Master Fund, a Cayman Island exempted
company, and The Aries Domestic Fund, L.P. 44 previously filed
---
10.1.33. Warrant dated February 16, 1999 for the purchase of
shares to purchase Common Stock issued to The Aries
Master Fund, a Cayman Island exempted company.
This exhibit is one of two substantially identical
instruments and is accompanied by a schedule
identifying the other instrument omitted and setting
forth the material details in which such instrument
differs from the one filed herewith. 11 previously filed
---
- -------------------
+ The Registrant will furnish a copy of any exhibit to a beneficial owner of its
securities or to any person from whom a proxy was solicited in connection with
the Registrant's most recent Annual Meeting of Stockholders upon the payment of
a fee of fifty cents ($.50) a page.
* Incorporated by reference.
EXHIBIT Number of Pages Page in Manually
NUMBER Description in Original Document+ Signed Original
10.1.34. Option Units dated February 16, 1999 for the purchase
of shares of 5% Series B Convertible Preferred Stock
of the Registrant and warrants to purchase shares of
Common Stock issued to Paramount Capital, Inc. 15 previously filed
---
10.1.35. Financial Advisory Agreement dated February 16,
1999 between the Registrant and Paramount Capital,
Inc. 8 previously filed
---
10.1.36. Letter agreement dated February 24, 1999 among the
Registrant, The Aries Master Fund, a Cayman Island
Exempted Company and The Aries Domestic Fund,
L.P. 2 previously filed
---
10.1.37. Letter agreement dated March 12, 1999 among the
Registrant, The Aries Master Fund, a Cayman Island
Exempted Company and The Aries Domestic Fund, L.P. 2 previously filed
---
10.1.38. Letter agreement dated April 1, 1999 among the
Registrant, The Aries Master Fund, a Cayman Island
Exempted Company, and The Aries Domestic Fund, L.P. 3 previously filed
---
10.2.1.-10.2.14. Reserved
10.2.15. Option Agreements between the Registrant and David
C. Bupp 17 *
---
10.2.16.-10.2.17. Reserved
10.2.18. Non-Qualified Stock Option Agreement dated May 3,
1993 between the Registrant and David C. Bupp 4 *
---
10.2.19.-10.2.20. Reserved
10.2.21. Non-Qualified Stock Option Agreement dated May 3,
1993 between the Registrant and John L. Ridihalgh 4 *
---
10.2.22. Reserved
10.2.23. Non-Qualified Stock Option Agreement dated
February 28, 1992 and amended and restated June 3,
1993 between the Registrant and David C. Bupp 4 *
---
10.2.24. Non-Qualified Stock Option Agreement dated July 1,
1990 and amended and restated June 3, 1993 between
the Registrant and David C. Bupp 4 *
---
10.2.25. Non-Qualified Stock Option Agreement dated June 1,
1992 and amended and restated June 3, 1993 between
the Registrant and John L. Ridihalgh 4 *
---
10.2.26. Amended and Restated Stock Option and Restricted
Stock Purchase Plan dated March 3, 1994 11 *
---
- -------------------
+ The Registrant will furnish a copy of any exhibit to a beneficial owner of its
securities or to any person from whom a proxy was solicited in connection with
the Registrant's most recent Annual Meeting of Stockholders upon the payment of
a fee of fifty cents ($.50) a page.
* Incorporated by reference.
EXHIBIT Number of Pages Page in Manually
NUMBER Description in Original Document+ Signed Original
10.2.27.-10.2.28. Reserved.
10.2.29. Non-Qualified Stock Option Agreement dated February 16,
1995 between the Registrant and John L.
Ridihalgh 3 *
---
10.2.30. Non-Qualified Stock Option Agreement dated
February 16, 1995 between the Registrant and
David C. Bupp 3 *
---
10.2.31. Employment Agreement dated as of January 1, 1996
between the Registrant and John L. Ridihalgh 7 *
---
10.2.32.-10.2.33 Reserved.
10.2.34. Restricted Stock Purchase Agreement dated June 5,
1996 between the Registrant and John L. Ridihalgh 4 *
---
10.2.35. Restricted Stock Purchase Agreement dated June 5,
1996 between the Registrant and David C. Bupp 4 *
---
10.2.36. Reserved.
10.2.37. 1996 Stock Incentive Plan dated January 18, 1996 as
amended March 13, 1997
21 *
---
10.2.38. Non-Qualified Stock Option Agreement dated January
18, 1996 between the Registrant and John L. Ridihalgh 3 *
---
10.2.39. Non-Qualified Stock Option Agreement dated January
18, 1996 between the Registrant and David C. Bupp 3 *
---
10.2.40. Non-Qualified Stock Option Agreement dated
February 3, 1997 between the Registrant and John L.
Ridihalgh 3 *
---
10.2.41. Non-Qualified Stock Option Agreement dated
February 3, 1997 between the Registrant and David C.
Bupp 3 *
---
10.2.42. Reserved.
10.2.43. Agreement, Release, and Waiver dated February 23,
1998 between the Registrant and Dr. William
Eisenhardt. 7 *
---
10.2.44. Employment Agreement dated as of January 1, 1998
between the Registrant and David C. Bupp. 7 *
---
10.2.45. Restricted Stock Purchase Agreement between David
C. Bupp and the Registrant dated May 20, 1998. 3 *
---
- -------------------
+ The Registrant will furnish a copy of any exhibit to a beneficial owner of its
securities or to any person from whom a proxy was solicited in connection with
the Registrant's most recent Annual Meeting of Stockholders upon the payment of
a fee of fifty cents ($.50) a page.
* Incorporated by reference.
EXHIBIT Number of Pages Page in Manually
NUMBER Description in Original Document+ Signed Original
10.2.46. Waiver by David Bupp dated February 16, 1999 of
certain provisions in the employment agreement
between the Registrant and David C. Bupp dated
January 1, 1998. 1 previously filed
---
10.2.47. Severance Agreement dated October 23, 1998 between
the Registrant and Matthew F. Bowman. This
agreement is one of three substantially identical
agreements and is accompanied by a schedule
identifying the other agreements omitted and setting
forth the material details in which such documents
differ from the one that is filed herewith. 4 previously filed
---
10.2.48. Restricted Stock Agreement dated October 23, 1998
between the Registrant and Matthew F. Bowman. This
agreement is one of three substantially identical
agreements and is accompanied by a schedule
identifying the other agreements omitted and setting
forth the material details in which such documents
differ from the one that is filed herewith. 4 previously filed
---
10.2.49. Separation Agreement dated October 21, 1998
between the Registrant and John L. Ridihalgh. 9 previously filed
---
10.3.1. Technology Transfer Agreement dated July 29, 1992
between the Registrant and The Dow Chemical
Corporation (subject to an order granting portions
thereof confidential treatment) 15 *
---
10.3.2.-10.3.29. Reserved.
10.3.30. Facility Agreement dated July 17, 1995 among
Registrant, Neoprobe (Israel) Ltd., and Rotem
Industries, Ltd. (subject to an order granting portions
thereof confidential treatment) 12 *
---
10.3.31. Cooperative Research and Development Agreement
between Registrant and National Cancer Institute 67 *
---
10.3.32. First Amendment to Facility Agreement dated July 17,
1995 among Registrant, Neoprobe (Israel), Ltd. and
Rotem Industries, Ltd. 1 *
---
10.3.33.-10.3.34. Reserved.
10.3.35. Investors' Rights Agreement dated February 5, 1996
between Registrant and XTL Biopharmaceuticals, Ltd 19 *
---
10.3.36. Reserved.
- -------------------
+ The Registrant will furnish a copy of any exhibit to a beneficial owner of its
securities or to any person from whom a proxy was solicited in connection with
the Registrant's most recent Annual Meeting of Stockholders upon the payment of
a fee of fifty cents ($.50) a page.
* Incorporated by reference.
EXHIBIT Number of Pages Page in Manually
NUMBER Description in Original Document+ Signed Original
10.3.37. Research and Development Agreement dated
February 13, 1996 between Registrant and XTL
Biopharmaceuticals, Ltd. (subject to an order granting
portions thereof confidential treatment) 14 *
---
10.3.38. Sublicense Agreement dated February 13, 1996
between Registrant and XTL Biopharmaceuticals, Ltd.
(subject to an order granting portions thereof
confidential treatment) 8 *
---
10.3.39.-10.3.44. Reserved.
10.3.45. License dated May 1, 1996 between Registrant and
The Dow Chemical Company 9 *
---
10.3.46. License Agreement dated May 1, 1996 between Registrant
and The Dow Chemical Company(subject to an order granting
portions thereof confidential
treatment) 27 *
---
10.3.47. License and Option Agreement between Cira
Technologies, Inc. and Neoprobe Corporation dated
April 1, 1998. 32 *
---
10.3.48. Restated Subscription and Option Agreement between
the Registrant, Cira Technologies, Inc., Richard G.
Olsen, John L. Ridihalgh, Richard McMorrow, James
R. Blakeslee, Mueller & Smith, Ltd., Pierre Triozzi
and Gregory Noll, dated April 17, 1998. 12 *
---
10.3.49. Restated Stockholders Agreement with the Registrant,
Cira Technologies, Inc., Richard G. Olsen, John L.
Ridihalgh, Richard McMorrow, James R. Blakeslee,
Mueller & Smith, Ltd., Pierre L. Triozzi and Gregory
Noll, dated April 17, 1998. 5 *
---
10.4.1.-10.4.15. Reserved
10.4.16. Project Management Agreement dated May 17, 1995
between Neoprobe (Israel) Ltd. and BARAN Project
Construction Ltd. 6 *
---
10.4.17.-10.4.21. Reserved.
10.4.22. Sales and Marketing Agreement dated April 21, 1998
between the Registrant and Ethicon Endo-Surgery,
Inc., an Ohio corporation (subject to an order granting
portions thereof confidential treatment) 13 *
---
10.4.23. Loan Agreement between the Registrant and Bank
One, NA, dated April 16, 1998 (incorporated by
reference to Exhibit 10.4.23 to the 2nd Quarter 1998
Form 10-Q). 13 *
---
- -------------------
+ The Registrant will furnish a copy of any exhibit to a beneficial owner of its
securities or to any person from whom a proxy was solicited in connection with
the Registrant's most recent Annual Meeting of Stockholders upon the payment of
a fee of fifty cents ($.50) a page.
* Incorporated by reference.
EXHIBIT Number of Pages Page in Manually
NUMBER Description in Original Document+ Signed Original
10.4.24. Variable Rate Cognovit Promissory Note, dated April
16, 1998, issued by Registrant to Bank One, NA. 10 *
---
10.4.25. Security Agreement between the Registrant and Bank
One, NA, dated April 16, 1998. 5 *
---
10.4.26. Letter amendment dated October 14, 1998 to the Sales
and Marketing Agreement dated April 21, 1998
between the Registrant and Ethicon Endo-Surgery,
Inc., an Ohio corporation (subject to an order granting
portions thereof confidential treatment) 2 *
---
10.4.27. Promissory Note, dated September 25, 1998, issued by
Registrant to Bank One, NA. 2 *
---
10.4.28. Addendum to Promissory Note dated September 25,
1998 issued by Registrant to Bank One, NA. 6 *
---
10.4.29. Covenant Agreement dated September 25, 1998
between the Registrant and Bank One, NA. 3 *
---
10.4.30. Assignment of Deposit Account dated September 25,
1998 between Registrant and Bank One, NA. 4 *
---
10.4.31. Asset Purchase Agreement dated October 14, 1998
between the Registrant, Neoprobe AB, a corporation
organized and existing under the laws of Sweden, and
Bioinvent Production AB, a corporation organized and
existing under the laws of Sweden. 8 *
---
10.4.32. Supply Agreement between the Registrant and eV
Products dated December 8, 1997 (filed pursuant to
Rule 24b-2 under which the Registrant has requested
confidential treatment of certain portions of this
Exhibit). 17 17
---
11.1. Computation of Net Loss Per Share 1 previously filed
---
21.1. Subsidiaries of Registrant 1 previously filed
---
23.1. Consent of PricewaterhouseCoopers LLP 1 previously filed
---
23.2. Consent of KPMG LLP 1 previously filed
---
24.1. Powers of Attorney 9 previously filed
---
24.2. Certified resolution of the Registrant's Board of
Directors authorizing officers and directors signing on
behalf of the Company to sign pursuant to a power of
attorney 1 previously filed
---
- -------------------
+ The Registrant will furnish a copy of any exhibit to a beneficial owner of its
securities or to any person from whom a proxy was solicited in connection with
the Registrant's most recent Annual Meeting of Stockholders upon the payment of
a fee of fifty cents ($.50) a page.
* Incorporated by reference.