UNITED STATES
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 (Date of earliest event reported) September 27, 2005
NEOPROBE CORPORATION
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(Exact name of registrant as specified in its 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, Columbus, 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.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
On September 27, 2005, the Audit Committee of the Board of Directors of Neoprobe
Corporation ("Company") accepted the resignation of KPMG, LLP ("KPMG") as the
Company's principal accountants, and approved the engagement of BDO Seidman LLP
("BDO"), as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2005. KPMG's decision to resign was made after
being informed that the Audit Committee was considering engaging another
accounting firm. The Audit Committee's decision to change independent
accountants was approved by the Board of Directors of the Company.
KPMG's audit reports on the Company's consolidated financial statements as of
and for the fiscal years ended December 31, 2004 and 2003 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.
In connection with the audits of the two fiscal years ended December 31, 2004
and the subsequent interim period through September 27, 2005, i) there were no
disagreements between the Company and KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to KPMG's satisfaction, would
have caused KPMG to make reference in connection with their opinion to the
subject matter of the disagreement, and ii) there were no "reportable events" as
that term is defined in Item 304(a)(1)(iv) of Regulation S-B.
A letter from KPMG is attached as Exhibit 16.1 to this Current Report on Form
8-K.
During the years ended December 31, 2004 and December 31, 2003 and through the
date hereof, the Company did not consult BDO with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matter that was either the
subject of a disagreement or reportable event as set forth in Items 304(a)(2)(i)
and (a)(2)(ii) of Regulation S-B. Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Exhibit Description
16.1 Letter from KPMG LLP to the Securities and Exchange Commission, dated
September 28, 2005.
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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: September 30, 2005 By: /s/ Brent L. Larson
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Brent L. Larson, Vice President
Finance and Chief Financial Officer
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