<PAGE> 1
As filed with the Securities and Exchange Commission on June 4, 1996
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Neoprobe Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
31-1080091
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
425 Metro Place North, Suite 400, Dublin, Ohio 43017-1367
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1996 Stock Incentive Plan
- --------------------------------------------------------------------------------
(Full Title of the Plan)
Robert S. Schwartz, c/o Schwartz, Warren & Ramirez
A Limited Liability Company
41 South High Street, Columbus, Ohio 43215
- --------------------------------------------------------------------------------
(Name and Address of Agent For Service)
614-222-3000
- --------------------------------------------------------------------------------
Telephone Number, Including Area Code, of Agent For Service.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(2) offering registration fee
price(2)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value(1) 1,500,000 $16.94 $25,410,000 $8,762.07
==================================================================================================================
<FN>
(1)Each share of Common Stock carries one right to purchase a unit which
currently consists of one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.001 per share, pursuant to a
Rights Agreement dated July 18, 1995.
(2)The proposed maximum offering price per share of $16.94 is based upon the
average of the high and low prices reported by the Nasdaq National Market on
May 28, 1996 pursuant to paragraphs (c) and (h) of Rule 457.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by Neoprobe Corporation, a Delaware corporation (the "Registrant") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents.
(a) The Registrant's latest annual report on Form 10-KSB (Commission
File No. 0-20676), filed pursuant to Section 13(a) of the
Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, as amended by
Amendment No. 3 (Commission File No. 0-20676), including any
amendment or report filed for the purpose of updating such
description.
(d) The description of Rights to Purchase Series A Junior
Participating Preferred Stock contained in the Registrant's
Registration Statement on Form 8-A (Commission File No. 0-20676).
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock of the Registrant issuable under the
Plan will be passed upon for the Registrant by Schwartz, Warren & Ramirez a
Limited Liability Company, Columbus, Ohio.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") provides that directors and officers of Delaware corporations
are entitled, under certain circumstances, to be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them as a result of any suit brought against them in their capacity
as a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful. Section 145 also
provides that directors and officers may also be indemnified against expenses
(including attorneys' fees) incurred by them in connection with a derivative
suit if they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation.
Article V of the Company's By-laws has provisions requiring the Company
to indemnify its officers, directors, employees and agents which are in
substantially the same language as Section 145.
<PAGE> 3
Article Nine, section (b), of the Company's Certificate of
Incorporation further provides that no director will be personally liable to the
Company or its stockholders for monetary damages or for any breach of fiduciary
duty except for breach of the director's duty of loyalty to the Company or its
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law, pursuant to section 174 of the
Delaware General Corporation Law (which imposes liability in connection with the
payment of certain unlawful dividends, stock purchases or redemptions), or any
amendment or successor provision thereto, or for any transaction from which the
director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
(4) Instruments Defining the Rights of Security Holders.
4.1. See Articles FOUR, FIVE, SIX, and SEVEN of the Restated
Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 99.2 of Registrant's Current Report on
Form 8-K, as amended for July 18, 1995 (Commission File No.
0-20676).
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
(incorporated by reference to Exhibit 99.4 of Registrant's
Current Report on Form 8-K, as amended for July 18, 1995
(Commission File No. 0-20676).
4.3. 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).
(5) Opinion re Legality.
5.1. Opinion of Schwartz, Warren & Ramirez a Limited Liability
Company as to the validity of the Common Stock being
registered hereunder.
(23) Consents of Experts and Counsel.
23.1. Consent of Coopers & Lybrand L.L.P.
23.2. Consent of Schwartz, Warren & Ramirez a Limited Liability
Company is set forth as part of Exhibit 5.1 above.
(24) Powers of Attorney.
24.1. Powers of Attorney.
24.2. Certified copy of resolution of Registrant's Board of
Directors authorizing officers and directors signing on behalf
of the Registrant to sign pursuant to a power of attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
-2-
<PAGE> 4
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan or distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-3-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, this 30th day of May, 1996.
NEOPROBE CORPORATION
(Registrant)
By: /s/DAVID C. BUPP
------------------------------------------------
David C. Bupp
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 30, 1996.
Signature Title
JOHN L. RIDIHALGH* Director, Chairman of the Board, and Chief Executive
- ------------------------ Officer (principal executive officer)
John L. Ridihalgh
/s/ DAVID C. BUPP Director, President, and Chief Operating Officer
- ------------------------
David C. Bupp
JOHN SCHROEPFER* Vice President, Finance and Administration
- ------------------------ (principal financial and accounting officer)
John Schroepfer
JERRY K. MUELLER, JR.* Director
- ------------------------
Jerry K. Mueller, Jr.
C. MICHAEL HAZARD* Director
- ------------------------
C. Michael Hazard
JULIUS R. KREVANS* Director
- ------------------------
Julius R. Krevans
MICHAEL P. MOORE* Director
- ------------------------
Michael P. Moore
J. FRANK WHITLEY, JR.* Director
- ------------------------
J. Frank Whitley, Jr.
JAMES F. ZID* Director
- ------------------------
James F. Zid
ZWI VROMEN* Director
- ------------------------
Zwi Vromen
*David C. Bupp, by signing his name hereto, does sign this document on behalf of
the person indicated above pursuant to a Power of Attorney duly executed by such
person.
By: /s/DAVID C. BUPP
------------------------
David C. Bupp, Attorney-in-Fact
-4-
<PAGE> 6
EXHIBIT INDEX
The following Exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
(4) Instruments Defining the Rights of Security Holders.
4.1. See Articles FOUR, FIVE, SIX, and SEVEN of the Restated *
Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 99.2 of Registrant's Current Report on
Form 8-K, as amended for July 18, 1995 (Commission File No.
0-20676).
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
(incorporated by reference to Exhibit 99.4 of Registrant's
Current Report on Form 8-K, as amended for July 18, 1995
(Commission File No. 0-20676).
4.3. 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).
(5) Opinion re Legality.
5.1. Opinion of Schwartz, Warren & Ramirez a Limited Liability
Company as to the validity of the Common Stock being
registered hereunder. 7
(23) Consents of Experts and Counsel.
23.1. Consent of Coopers & Lybrand L.L.P. 9
23.2. Consent of Schwartz, Warren & Ramirez a Limited Liability
Company is set forth as part of Exhibit 5.1 above.
(24) Powers of Attorney.
24.1. Powers of Attorney. 10
24.2. Certified copy of resolution of Registrant's Board of
Directors authorizing officers and directors signing on behalf
of the Registrant to sign pursuant to a power of attorney. 20
<FN>
* Incorporated by Reference.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
SCHWARTZ, WARREN & RAMIREZ
A LIMITED LIABILITY COMPANY * ATTORNEYS AT LAW
41 SOUTH HIGH STREET * COLUMBUS, OHIO 43215-6188
(614) 222-3000 * FAX (614) 224-0360 ROBERT S. SCHWARTZ
DAYTON, OHIO (513) 228-0144 (614) 222-3050
http://www.swrlaw.com [email protected]
June 3, 1996
Neoprobe Corporation
425 Metro Place North, Suite 400
Dublin, Ohio 43017
Re: REGISTRATION OF NEOPROBE CORPORATION
1996 STOCK INCENTIVE PLAN
Gentlemen:
You have requested our opinion in connection with the issuance of Common
Stock ("Common Stock") of Neoprobe Corporation, a Delaware corporation (the
"Company"), under the Neoprobe Corporation 1996 Stock Incentive Plan (the
"Plan"), which is being registered with the Securities and Exchange Commission
pursuant to a Registration Statement on Form S-8 (the "Registration Statement").
We have acted as counsel to the Company in connection with the Plan. While
we represent the Company on a regular basis, our advice and representation have
been limited to the specific matters referred to us from time to time by the
Company; accordingly, we may be unaware of certain matters of a legal nature
concerning the Company.
For the purpose of giving this opinion, we have examined and relied upon
the following documents and instruments which, to our knowledge and in our
judgment, are all of the documents and instruments that are necessary for us to
examine for such purpose.
1. A copy of the Company's Amended and Restated Articles of
Incorporation;
2. A copy of the Company's Amended and Restated By-Laws;
3. The Plan;
4. The minute books of the Company;
5. An officer's certificate executed by an officer of the Company
certifying certain factual information; and
6. A secretary's certificate executed by the secretary of the Company
certifying certain factual information.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original, the
conformity to the authentic original
<PAGE> 2
Neoprobe Corporation
May __, 1996
Page 2
of any document or instrument submitted to us as a certified, conformed or
photostatic copy, the genuineness of all signatures on such originals or copies
and the legal capacity of each signatory.
Based upon the foregoing, we are of the opinion that when the options
issued under the Plan are exercised and the Company has received the exercise
price under the Plan and the individual option agreements (which price may not
be less than par value of the Common Stock) in the form of cash, services
rendered, personal property, real property, leases of real property, or a
combination thereof, the Common Stock sold under the Plan will be validly
issued, fully paid and nonassessable.
Our opinion is subject to the following qualifications and limitations:
i. The opinions expressed herein are subject to the effect of applicable
bankruptcy, insolvency, reorganization or similar laws affecting the enforcement
of creditors' rights in general and are subject to general principles of equity,
whether considered in actions at law or suits in equity.
ii. Members of our firm are qualified to practice law in the State of Ohio
and nothing contained herein shall be deemed to be an opinion as to any law,
other than the laws of the State of Ohio and the federal law of the United
States.
iii. The opinions set forth herein are expressed as of the date hereof and we
disclaim any undertaking to advise you of any changes which may subsequently be
brought to our attention in the facts and the law upon which such opinions are
based.
This opinion is furnished by us solely for your benefit and is intended to
be used as an exhibit to the Registration Statement. Except for such use,
neither this opinion nor copies hereof may be relied upon by, delivered to, or
quoted in whole or in part to, any other person without our prior written
consent.
We consent to the reference to our firm name under the caption "Interests
of Named Experts and Counsel" in the Registration Statement and to the use of
our opinion as an exhibit to the Registration Statement. In giving these
consents, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
By: /s/ Robert S. Schwartz
----------------------------------------
Robert S. Schwartz, a member of the firm
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 16, 1996, on our audits of the
consolidated financial statements of Neoprobe Corporation and Subsidiaries,
which report is included in this Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
Columbus, Ohio
June 3, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ John L. Ridihalgh
------------------------
John L. Ridihalgh
<PAGE> 2
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ David C. Bupp
-------------------------
David C. Bupp
<PAGE> 3
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ John Schroepfer
------------------------
John Schroepfer
<PAGE> 4
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ Jerry K. Mueller, Jr.
-------------------------
Jerry K. Mueller, Jr.
<PAGE> 5
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ C. Michael Hazard
---------------------
C. Michael Hazard
<PAGE> 6
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ Julius R. Krevans
---------------------
Julius R. Krevans
<PAGE> 7
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ Michael P. Moore
--------------------
Michael P. Moore
<PAGE> 8
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ J. Frank Whitley, Jr.
-------------------------
J. Frank Whitley, Jr.
<PAGE> 9
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ James F. Zid
----------------
James F. Zid
<PAGE> 10
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
NEOPROBE CORPORATION
The undersigned who is a director or officer of Neoprobe Corporation, a Delaware
corporation (the "Company");
Does hereby constitute and appoint John L. Ridihalgh and David C. Bupp to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission one or more
Registration Statements on Form S-8 under the Securities Act of 1933
relating to The 1996 Stock Incentive Plan, and any amendments or
supplements (including post-effective amendments) to such Registration
Statements; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statements, and generally to act for and in the name of the
undersigned with respect to such filings as fully as could the undersigned
if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30st day of May,
1996.
/s/ Zwi Vromen
--------------
Zwi Vromen
<PAGE> 1
EXHIBIT 24.2
SECRETARY'S CERTIFICATE
I, Jerry K. Mueller, Jr., certify that I am the duly elected, qualified
and acting Secretary of Neoprobe Corporation, a Delaware corporation (the
"Corporation"), that I am authorized and empowered to execute this Certificate
on behalf of the Corporation with respect to the Registration Statement on Form
S-8 and further certify that the following is a true, complete and correct copy
of a resolution adopted by the Board of Directors of the Corporation on January
18, 1996, which resolution remains in full force and effect as of the date of
this certificate:
RESOLVED, that each representative, officer or director
who may be required to execute the Registration Statement
and any amendment thereof be, and each of them hereby is,
authorized to execute a Power of Attorney appointing John L.
Ridihalgh and David C. Bupp as his true and lawful attorney
and agent to execute in his name, place and stead (in any
capacity) the Registration Statement and any amendments
thereto, and all instruments necessary or in connection
therewith, and to file the same with the Commission, each of
which attorney and agent shall have the power to do and
perform in the name of and on behalf of each said
representative, officer and director, or both, as the case
may be, every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and
purposes as such representative, officer or director might
or could do in person.
IN WITNESS WHEREOF, I have hereunto set my hand as of May 30, 1996.
/s/ Jerry K. Mueller, Jr.
--------------------------------
Jerry K. Mueller, Jr., Secretary
