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) December 19, 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 December 19, 2005, the Compensation Committee of Neoprobe Corporation ("the Company") approved increases in base salaries and annual bonus opportunities, effective January 1, 2006, for the Company's chief executive officer and five other named executive officers. Base salaries during 2006 for the persons expected to be named executive officers in the Company's proxy statement for the 2006 annual meeting appear in the table below. In addition, the Committee approved cash bonuses to the named executive officers listed in the table, to be paid in the first quarter of 2006 in the amounts listed, upon achievement of the following corporate milestones, and subject to reduction if the milestones are not achieved: o 2005 revenue of at least $5.8 million, subject to 50% reduction of bonus if not achieved. o Completion of Lymphoseek non-clinical studies and filing of reports of results with the Food and Drug Administration (FDA), and filing of amended clinical protocol submissions related to the proposed Phase II clinical study, both to occur on or before December 31, 2005, subject to 25% reduction of bonus if not achieved.
2006 Base 2005 Cash Name Position Salary Bonus Target ---- -------- -------- ------------ David Bupp President and Chief Executive Officer $305,000 $ 40,000 Brent Larson Vice President, Finance and Chief Financial $160,000 $ 10,000 Officer Carl Bosch Vice President, Research and Development $160,000 $ 10,000 Rodger Brown Vice President, Regulatory Affairs and $129,000 $ 2,500 Quality Assurance Doug Rash Vice President, Marketing $108,000 $ 2,500 Anthony Blair Vice President, Operations $122,000 $ 2,500
The Committee also approved the following schedule of cash retainers and meeting fees payable to non-executive directors for service during 2006: Telephonic Meeting Board Meeting or Fee Annual Cash Committee Meeting (lasting more Position Retainer Fee than one hour) -------- -------- --- -------------- Director $12,000 $1,000 $500 Chair Person Board of Directors $5,000 Chair Person Audit Committee $5,000 $500 $250 Member of Audit Committee $2,500 $250 $250 2 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: December 30, 2005 By: /s/ Brent L. Larson ------------------------------------------ Brent L. Larson, Vice President Finance and Chief Financial Officer 3