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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: June 20, 1996
NEOPROBE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-20676 31-1080091
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(State of Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
425 Metro Place North, Suite 400, Dublin, Ohio 43017-1367
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (614) 793-7500
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ITEM 5. OTHER EVENTS.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) An annual meeting of the stockholders of the registrant was held on May
30, 1996.
(b) The matters voted upon at the annual meeting and the results of the
voting are set forth below.
(i) Proposal No. 1 to amend the By-laws to divide the Board of
Directors into three classes having staggered terms of three years: 10,322,805
shares for, 2,114,404 shares against, and 27,979 abstentions. The amendment was
approved.
(ii) Proposal No. 2 to amend the Certificate of Incorporation to
divide the Board of Directors into three classes having staggered terms of three
years: 10,324,634 shares for, 2,115,546 shares against, and 26,008 abstentions.
The amendment was approved.
(iii) Election of Jerry K. Mueller, Jr. as a director to serve for a
term of one year: 16,089,874 shares for, and 535,612 shares withheld authority.
Mr. Mueller was elected.
(iv) Election of Zwi Vromen as a director to serve for a term of one
year: 15,301,450 shares for and 1,324,036 shares withheld authority. Mr.Vromen
was elected.
(v) Election of J. Frank Whitley, Jr. as a director to serve for a
term of one year: 16,090,474 shares for and 535,012 shares withheld authority.
Mr. Whitley was elected.
(vi) Election of David C. Bupp as a director to serve for a term of
two years: 16,089,974 shares for and 535,512 shares withheld authority. Mr. Bupp
was elected.
(vii) Election of Julius R. Krevans as a director to serve for a term
of two years: 16,092,624 shares for and 532,862 shares withheld authority. Dr.
Krevans was elected.
(viii) Election of James F. Zid as a director to serve for a term of
two years: 16,091,774 shares for and 533,712 shares withheld authority. Mr. Zid
was elected.
(ix) Election of C. Michael Hazard as a director to serve for a term
of three years: 16,090,474 shares for and 535,012 shares withheld authority. Mr.
Hazard was elected.
(x) Election of Michael P. Moore as a director to serve for a term of
three years: 16,621,104 shares for and 1,004,382 shares withheld authority. Mr.
Moore was elected.
(xi) Election of John L. Ridihalgh as a director to serve for a term
of three years: 16,090,974 shares for and 534,512 shares withheld authority. Dr.
Ridihalgh was elected.
(xii) Proposal No. 6 to approve the 1996 Stock Incentive Plan:
10,970,440 shares for, 1,634,458 shares against, and 70,074 abstentions. The
Plan was approved.
CHANGES IN SECURITIES.
Classified Board. The above described Proposals No. 1 and 2 to amend
the Certificate of Incorporation and By-laws of the Company (the "Amendments")
to divide the Board into three classes with staggered three year terms were on
the agenda for the Company's annual meeting of stockholders which was held on
May 30, 1996. Under the By-laws prior to adoption of the Amendments, the number
of directors constituting the entire Board was nine and they were elected for
one year terms. Upon approval of the Amendments, the Board was divided into
three classes, of three members each. The directors in the first class were
elected for a term of one year; the
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directors in the second class were elected for a term of two years and the
directors in the third class were elected for a term of three years. At each
subsequent annual meeting of stockholders, the terms of one class of directors
will expire and the newly nominated directors of that class will be elected for
a term of three years. The Board will be able to determine the total number of
directors constituting the full Board and the number of directors in each class,
but the total number of directors may not exceed 17 nor may the number of
directors in any class exceed six. Subject to these rules, the classes of
directors need not have equal numbers of members. No reduction in the total
number of directors or in the number of directors in a given class will have the
effect of removing a director from office or reducing the term of any then
sitting director. If the Board increases the number of directors in a class, it
will be able to fill the vacancies created for the full remaining term of a
director in that class even though the term may extend beyond the next annual
meeting. The directors will also be able to fill any other vacancies for the
full remaining term of the director whose death, resignation or removal caused
the vacancy. Prior to adoption of the Amendments, under the General Corporation
Law of the State of Delaware, any director of the Company or the entire Board
could have been removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors. However, after
adoption of the Amendments and division of the Board into classes, the
stockholders may only remove directors for cause.
Before the adoption of the Amendments, stockholders possessing a majority
of the Company's voting power could replace the entire Board at any annual
meeting since the entire Board was elected at each annual meeting for a one-year
term. After adoption of the Amendments, holders of a majority of the voting
power at a given meeting will not in any one year be able to replace a majority
of the directors since only one class of the directors will stand for election
in any one year. As a result, at least two annual meeting elections will be
required to change the majority of the directors by the requisite vote of
stockholders. The purpose of classifying the Board is to provide for a
continuing body, even in the face of a person who accumulates a sufficient
amount of voting power, whether by ownership or proxy or a combination, to have
a majority of the voting power at a given meeting and who may seek to take
control of the Company without paying a fair premium for control to all the
holders of Common Stock. This will allow the Board time to negotiate with such a
person and to protect the interests of the other stockholders who may constitute
a majority of the shares not actually owned by such person. However, it may also
have the effect of deterring third parties from making takeover bids for control
of the Company or may be used to hinder or delay a takeover bid thereby
decreasing the chance of the stockholders of the Company realizing a premium
over market price for their shares of Common Stock as a result of such bids. The
Amendments, as adopted, will affect every election of directors, will be
applicable even when no change of control is pending or threatened and will make
it more difficult for stockholders to change the majority of directors even when
the only reason for the change may be the performance of the present directors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit Number Description
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99.1 Certificate of Amendment to Restated Certificate of Incorporation filed with the Delaware
Secretary of State on June 3, 1996
99.2 Restated Certificate of Incorporation of the Registrant (as corrected February 18, 1994 and
as amended June 27, 1994, July 25, 1995 and June 3, 1996)
99.3 Amendment to the Amended and Restated By-laws of Registrant adopted May 30, 1996
99.4 Amended and Restated By-laws of the Registrant dated July 21, 1993 (as amended July 18, 1995
and May 30, 1996)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
hereunto duly authorized.
NEOPROBE CORPORATION
Date: June 17, 1996 By: /s/ David C. Bupp
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Name: David C. Bupp
Title: President
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EXHIBIT INDEX
Exhibit Number Description Page
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99.1 Certificate of Amendment to Restated Certificate of Incorporation filed 6
with the Delaware Secretary of State on June 3, 1996 ------
99.2 Restated Certificate of Incorporation of the Registrant (as 7
corrected February 18, 1994 and as amended June 27, 1994, ------
July 25, 1995 and June 3, 1996)
99.3 Amendment to the Amended and Restated By-laws of Registrant 16
adopted May 30, 1996 ------
99.4 Amended and Restated By-laws of the Registrant dated July 17
21, 1993 (as amended July 18, 1995 and May 30, 1996) ------