As filed with the Securities and Exchange Commission on May 16, 2006
Registration No. 333-84782
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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 of (Primary standard industrial (IRS employer
incorporation or organization) Classification number) identification 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, Jr., 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................. 3,085,066 (2) $ 0.465 $2,742,977 $252.35*
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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 the selling stockholder
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 resulting from this post-effective amendment.
This Registration Statement was originally filed to register sales by
Fusion Capital Fund II, LLC, an Illinois limited liability company (hereinafter
referred to as "Fusion Capital"), of a total of 5,898,876 shares of common stock
issued pursuant to a Stock Purchase Agreement, dated November 19, 2001, by and
among Neoprobe Corporation and Fusion Capital. 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 3,085,066 shares were actually
sold by Fusion Capital 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
Fusion Capital.
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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 Registration Statement on Form SB-2 filed with
the Commission on March 22, 2002, Registration No.
333-84782, with the exception of the Powers of Attorney
for Mr. Aschinger and Dr. Krevans, 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 has 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 May 16, 2006.
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 May 16, 2006
------------------------------- and Director
David C. Bupp (principal executive officer)
/s/ Brent L. Larson Vice President, Finance and Chief May 16, 2006
------------------------------- Financial Officer
Brent L. Larson (principal financial officer and
principal accounting officer)
/s/ Julius R. Krevans* Chairman of the Board of May 16, 2006
------------------------------- Directors
Julius R. Krevans
/s/ Carl J. Aschinger, Jr.* Director May 16, 2006
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Carl J. Aschinger, Jr.
/s/ Reuven Avital* Director May 16, 2006
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Reuven Avital
Director
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Kirby I. Bland, M.D.
/s/ Fred B. Miller* Director May 16, 2006
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Fred B. Miller
/s/ Frank Whitley, Jr.* Director May 16, 2006
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J. Frank Whitley, Jr.
*By: /s/ Brent L. Larson
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Brent L. Larson, Attorney-in fact
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