U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 10-QSB/A (MARK ONE) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE /x/ SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 1996 OR / / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ______ to______ COMMISSION FILE NUMBER: 0-26520 NEOPROBE CORPORATION (Exact name of small business issuer as specified in its charter) DELAWARE 31-1080091 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 425 METRO PLACE NORTH, SUITE 400, DUBLIN, OHIO 43017 (Address of principal executive offices) 614-793-7500 (Issuer's telephone number, including area code) This Amendment No. 3 is being filed for the purpose of re-filing Exhibit 10.4.20. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) LIST OF EXHIBITS AND FINANCIAL STATEMENTS INCORPORATED BY REFERENCE (3) ARTICLES OF INCORPORATION AND BY-LAWS 3.1. Restated Certificate of Incorporation of Neoprobe Corporation, as corrected February 18, 1994 and as amended June 27, 1994, July 25, 1995 and June 3, 1996 (incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K dated June 20, 1996; Commission File No. 0-20676). 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 Registrant's Current Report on Form 8-K dated June 20, 1996; Commission File No. 0-20676). (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. Specimen of Class E Redeemable Common Stock Purchase Warrant certificate (incorporated by reference to Exhibit 4.9 to the registration statement on Form S-1; No. 33-51446). 4.4. Warrant Agreement dated November 10, 1992 between Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992; Commission File No. 0-20676). 4.5. Supplemental Warrant Agreement dated November 12, 1993 between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.5 of registration statement on Form S-3, No. 33-72658). 4.6. Rights Agreement dated as of July 18, 1995 between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 1 of the registration statement on Form 8-A; Commission File No. 0-20676). (10) MATERIAL CONTRACTS. 10.1.1. - 10.1.26. Reserved. 10.2.1. - 10.2.33. Reserved. 10.3.1. - 10.3.46. Reserved. 10.4.1 - 10.4.19. Reserved. 3 10.4.20. License and Distribution Agreement dated September 18, 1996 between Registrant and United States Surgical Corporation (filed pursuant to Rule 24b-2 under which the Registrant has requested confidential treatment of certain portions of this exhibit, which were omitted and which have been filed separately with the Commission). (11) STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS. 11.1. Computation of Net Loss Per Share.* (27) FINANCIAL DATA SCHEDULE. 27.1. Financial Data Schedule (submitted electronically for SEC information only).* - --------------- * Previously filed 4 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEOPROBE CORPORATION (Registrant) By: s/David C. Bupp ----------------------------------- David C. Bupp, President and Chief Operating Officer Dated: May 13, 1997 By: s/John Schroepfer ----------------------------------- John Schroepfer, Vice President Finance & Administration (Principal Financial and Accounting Officer) EXHIBIT INDEX
EXHIBIT PAGE IN MANUALLY NUMBER DESCRIPTION SIGNED ORIGINAL 3.1. Restated Certificate of Incorporation of Neoprobe Corporation, as corrected February 18, 1994 and as amended * June 27, 1994, July 25, 1995 and June 3, 1996 3.2. Amended and Restated By-Laws dated July 21, 1993 (as * amended July 18, 1995 and May 30, 1996) 4.1. See Articles FOUR, FIVE, SIX and SEVEN of the Restated Certificate of Incorporation of Registrant 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 Registrant 4.3. Specimen of Class E Redeemable Common Stock Purchase Warrant * 4.4. Warrant Agreement dated November 10, 1992 * 4.5. Supplemental Warrant Agreement dated November 12, 1993 * 4.6. Rights Agreement between the Registrant and Continental Stock Transfer & Trust Company dated July 18, 1995 * 10.1.1.-10.1.26 Reserved 10.2.1.-10.2.33. Reserved 10.3.1.-10.3.46. Reserved 10.4.1.-10.4.17. Reserved 10.4.20. License and Distribution Agreement dated September 18, 1996 between Registrant and United States Surgical Corporation (filed pursuant to Rule 24b - 2 under which the Registrant has requested confidential treatment of certain portions of this exhibit, which were omitted and which have been filed separately with the Commission). 11.1. Computation of Net Loss Per Share * 27.1. Financial Data Schedule (submitted electronically for * SEC information only).
* Previously filed. 6