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: DECEMBER 31, 2001
NEOPROBE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-26520 31-1080091
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION OR NUMBER)
ORGANIZATION)
425 Metro Place North, Suite 300
Columbus, Ohio 43017
(614) 793-7500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 29, 2001, Neoprobe Corporation, a Delaware corporation (the
"Company"), entered into a Stock Purchase Agreement (the "Agreement") with
Biosonix, Ltd., an Israeli company limited by shares ("Biosonix"), and Dan
Manor, Eli Levi, Roni Bibi, First Isratech Fund LP, a Minnesota limited
partnership, First Isratech Fund LLC, a Minnesota limited liability company,
First Isratech Fund Norway A.S., a Norway company, Greatway Commercial Inc., a
corporation organized under the laws of Panama, Uzi Zucker, a resident of the
State of New York, Caremi Partners, a partnership organized under the laws of
the state of Delaware, Emicar, LLC, a limited liability company organized under
the laws of the state of New York and Ma'Aragim Enterprises Ltd., an Israeli
company limited by shares (individually, a "Seller," and collectively, the
"Sellers"), which provided, among other things, for the Company's acquisition
from the Sellers of all of the Sellers' outstanding shares of capital stock of
Biosonix (the "Acquisition").
The Acquisition closed on December 31, 2001. Pursuant to the terms of
the Agreement, the Company issued to the Sellers 9,714,737 shares of shares of
its common stock, $.001 par value (the "Common Stock") and appointed Mr. Dan
Manor, founder and President of Biosonix, and Mr. Reuven Avital, General Manager
of Ma'Aragim Enterprises, Ltd., to the Company's board of directors. The Common
Stock issued and received by the Sellers has not been registered under the
Securities Act of 1933, as amended. The Sellers may receive an additional
2,085,826 shares of Common Stock upon the achievement of a milestone involving
Biosonix product development activity.
The Acquisition was accomplished through arms-length negotiations
between the Company's management and the management of Biosonix. There was no
material relationship between Biosonix or its shareholders and the Company or
any of the Company's affiliates, any of the Company's directors or officers, or
any associate of any such Company director or officer, prior to the Acquisition.
On January 4, 2002, the Company issued a news release announcing the
completion of the Acquisition. The information contained in the news release,
which is attached as Exhibit 99(a) to this report, is incorporated herein by
reference.
Statements contained or incorporated by reference in this Current
Report on Form 8-K which relate to other than strictly historical facts, such as
statements about the Company's plans and strategies, expectations for future
financial performance, new and existing products and technologies, and markets
for the Company's products, are forward-looking statements. The words "believe,"
"expect," "anticipate," "estimate," "project," and similar expressions identify
forward-looking statements that speak only as of the date hereof. Investors are
cautioned that such statements involve risks and uncertainties that could cause
actual results to differ materially from historical or anticipated results due
to many factors including, but not limited to, the Company's limited revenues,
accumulated deficit, future capital needs, uncertainty of capital funding,
dependence on limited product line and exclusive distributor, uncertainty of
market acceptance, competition, limited marketing and manufacturing experience,
and other risks detailed in the Company's most recent Annual Report on Form
10-KSB and other Securities and
Exchange Commission filings. The Company undertakes no obligation to publicly
update or revise any forward-looking statements
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required by this item will be filed
within 75 days of the date of this initial Report on Form 8-K.
(b) Pro Forma Financial Information.
The financial statements required by this item will be filed
within 75 days of the date of this initial Report on Form 8-K.
(c) Exhibits.
99(a) News release of Neoprobe Corporation dated January 4,
2002.
99(b) Stock Purchase Agreement, dated as of November 29,
2001, by and among Neoprobe Corporation, Biosonix,
Ltd., and the shareholders of Biosonix, Ltd. named
therein.
99(c) Shareholder Agreement, dated as of December 31, 2001,
by and among Neoprobe Corporation and the
shareholders of Biosonix, Ltd. named therein.
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: January 7, 2002 By: /s/ David C. Bupp
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David C. Bupp
Chief Executive Officer and President
EXHIBIT INDEX
Exhibit No. Description
99(a) News release of Neoprobe Corporation dated January 4, 2002.
99(b) Stock Purchase Agreement, dated as of November 29, 2001, by
and among Neoprobe Corporation, Biosonix, Ltd., and the
shareholders of Biosonix, Ltd. named therein.
99(c) Shareholder Agreement, dated as of December 31, 2001, by and
among Neoprobe Corporation and the shareholders of Biosonix,
Ltd. named therein.
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* Filed with this report.