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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 (Date of earliest event reported): December 1, 1998
Neoprobe Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26520 31-1080091
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
425 Metro Place North, Suite 300, Dublin, Ohio 43017
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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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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
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On December 1, 1998, after discussions between the Registrant and
PricewaterhouseCoopers ("PWC"), the Registrant's principal accountant, the
parties agreed that PWC would not conduct the Registrant's 1998 fiscal year-end
audit. Discussions between the parties were initiated by PWC; however, during
the registrant's two most recent fiscal years and subsequent interim periods, no
reports or financial statements issued by PWC contained an adverse opinion or
disclaimer of opinion or was qualified or modified as to uncertainty, audit
scope or accounting principles. Further, during the Registrant's two most recent
fiscal years and subsequent interim periods there were no disagreements between
the Registrant's management and PWC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of PWC, would have caused PWC
to make reference to the subject matter of the disagreements in connection with
PWC's reports. KPMG Peat Marwick LLP was engaged as the Registrant's principal
accountants on December 7, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Exhibit 16.
Letter from PricewaterhouseCoopers LLP dated December 7, 1998 to the
Securities and Exchange Commission.
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: December 7, 1998 By: /s/ David C. Bupp
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David C. Bupp, Chief Executive
Officer and President
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Exhibit 16
PricewaterhouseCoopers
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PricewaterhouseCoopers LLP
100 East Broad Street
Suite 2100
December 7, 1998 Columbus OH 43215-3671
Telephone (614) 225 8700
Facsimile (614) 224 1044
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Neoprobe Corporation (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated December 7, 1998. We agree with
the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
JCD:sac
Attachment
