As filed with the Securities and Exchange Commission on September 21, 2005
Registration No. 333-91462
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEOPROBE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 2835 31-1080091
(State or other jurisdiction (Primary standard (IRS employer
of incorporation or industrial identification number)
organization) Classification number)
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425 Metro Place North, Suite 300
Dublin, Ohio 43017-1367
(614) 793-7500
(Address and telephone number of principal executive offices)
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425 Metro Place North, Suite 300
Dublin, Ohio 43017-1367
(Address of principal place of business)
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Brent L. Larson, Vice President, Finance and Chief Financial Officer
Neoprobe Corporation
425 Metro Place North, Suite 300
Dublin, Ohio 43017-1367
(614) 793-7500
(Name, address and telephone number of agent for service)
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Copies to:
William J. Kelly, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
Telephone No. (614) 227-2136
wjkelly@porterwright.com
Approximate date of commencement of proposed sale to the public: Not Applicable
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum
Securities to be Proposed Amount to Offering Price Per Proposed Maximum Amount of
Registered be Registered Share (1) Offering Price (1) Registration Fee
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Common Stock, $.001 par
value................. 6,620,062(2) $ 0.18 $2,124,101 $440.13*
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(1) Estimated with respect to the shares originally registered solely for
the purpose of calculating the registration fee pursuant to Rule 457.
(2) Represents shares of common stock held directly by 14 of the selling
stockholders that were sold pursuant to this registration statement.
* Registration Fee previously paid. The actual registration fee is listed
in this column, and does not reflect the reduction in the number of
shares registered as resulting from this post-effective amendment.
This registration statement was originally filed to register resales by
certain selling stockholders of a total of 11,800,563 shares of common stock
issued to the selling stockholders pursuant to a stock purchase agreement, dated
November 29, 2001, by and among Neoprobe Corporation and Cardiosonix, Ltd., an
Israeli company limited by shares, and selling stockholders 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, Uri Zucker, Carmeni Partners Ltd., a Delaware
partnership, Emicar, LLC, a New York limited liability company, and Ma'Aragim
Enterprises, Ltd., an Israeli company limited by shares (the "Stock Purchase
Agreement"), which provided, among other things, for the acquisition by Neoprobe
Corporation of all of the outstanding shares of Cardiosonix Ltd. As of the date
of this post-effective amendment, filed to remove from registration the
securities which remain unsold at the end of the offering, only 6,620,062 shares
were actually sold by the selling stockholders pursuant to the registration
statement. This post-effective amendment is being filed to reduce the number of
shares of Common Stock registered hereby to the number of shares that were
actually sold by the selling stockholders.
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Item 27. Exhibits.
Exhibit
Number Exhibit Description
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24 Powers of Attorney (incorporated by reference to the
Company's Form SB-2 Registration Statement filed with the
Commission on June 28, 2002, Registration No. 333-91462,
with the exception of the Powers of Attorney for Mr.
Aschinger and Dr. Bland, which are filed herewith).
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Signatures
In accordance with the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this
post-effective amendment no. 1 to its registration statement to be signed on its
behalf by the undersigned in the City of Dublin, Ohio, on September 21, 2005.
Neoprobe Corporation
By: /s/ Brent L. Larson
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Brent L. Larson, Vice President,
Finance and Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates indicated:
Signature Title Date
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/s/ David C. Bupp* President, Chief Executive Officer September 21, 2005
------------------------------------ and Director
David C. Bupp (principal executive officer)
/s/ Brent L. Larson Vice President, Finance and Chief September 21, 2005
------------------------------------ Financial Officer
Brent L. Larson (principal financial officer and
principal accounting officer)
/s/ Julius R. Krevans* Chairman of the Board of September 21, 2005
------------------------------------ Directors
Julius R. Krevans
/s/ Carl J. Aschinger, Jr.* Director September 21, 2005
------------------------------------
Carl J. Aschinger, Jr.
/s/ Reuven Avital* Director September 21, 2005
------------------------------------
Reuven Avital
/s/ Kirby I. Bland, M.D.* Director September 21, 2005
------------------------------------
Kirby I. Bland, M.D.
/s/ Fred B. Miller* Director September 21, 2005
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Fred B. Miller
/s/ Frank Whitley, Jr.* Director September 21, 2005
------------------------------------
J. Frank Whitley, Jr.
*By: /s/ Brent L. Larson
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Brent L. Larson, Attorney-in fact
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