-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A3dGRQUmfe7Ujp17A5wigiWqkTTn8LfSp2VfhtSEQTHS8xI/P3HaIkG5Oni8yh8F RxXKCcRW1oEQ19C9OqI74Q== 0001047469-99-005795.txt : 19990217 0001047469-99-005795.hdr.sgml : 19990217 ACCESSION NUMBER: 0001047469-99-005795 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 GROUP MEMBERS: ARTHUR J.MARKS GROUP MEMBERS: C.RICHARD KRAMLICH GROUP MEMBERS: CHARLES W. NEWHALL III GROUP MEMBERS: JOHN M. NEHRA GROUP MEMBERS: MARK W. PERRY GROUP MEMBERS: NANCY L. DORMAN GROUP MEMBERS: NEA GENERAL PARTNERS,L.P. GROUP MEMBERS: NEA PARTNERS V,LIMITED PARTNERSHIP GROUP MEMBERS: NEA PARTNERS VII, LIMITED PARTNERSHIP GROUP MEMBERS: NEA PRESIDENTS' FUND,L.P. GROUP MEMBERS: NEA SIVERADO PARTNERS I, LIMITED PARTNERSHIP GROUP MEMBERS: NEW ENTERPRISE ASSOCIATES V LTD PARTNERSHIP ET AL GROUP MEMBERS: NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP GROUP MEMBERS: PETER J. BARRIS GROUP MEMBERS: PETER T. MORRIS GROUP MEMBERS: RONALD H. KASE GROUP MEMBERS: THE SILERADO FUND I, LIMITED PARTNERSHIP GROUP MEMBERS: THOMAS C. MCCONNELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED IMAGING CORP CENTRAL INDEX KEY: 0000816066 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770120490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49885 FILM NUMBER: 99539408 BUSINESS ADDRESS: STREET 1: 2380 WALSH AVE BLDG B CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 4085620250 MAIL ADDRESS: STREET 1: 2380 WALSH AVE STREET 2: BUILDING B CITY: SANTA CLARA STATE: CA ZIP: 95051 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENTERPRISE ASSOCIATES V LTD PARTNERSHIP ET AL CENTRAL INDEX KEY: 0000938809 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1119 ST PAUL ST CITY: BALTIMORE STATE: MD ZIP: 21202 MAIL ADDRESS: STREET 1: 1119 ST PAUL ST CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13G/A 1 SCHEDULE 13G/A ------------------------ OMB APPROVAL ------------------------ OMB Number 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response 14.90 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Applied Imaging Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 03820G106 ---------------------------------- (CUSIP Number) December 31, 1998 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: / / Rule 13d-1(b) / / Rule 13d-1(c) / x / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 15 pages ITEM 1(a). NAME OF ISSUER: Applied Imaging Corp. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2380 Walsh Avenue, Building B, Santa Clara, CA 95051 ITEM 2(a). NAMES OF PERSONS FILING: New Enterprise Associates V, Limited Partnership ("NEA V"), New Enterprise Associates VII, Limited Partnership ("NEA VII"), NEA Presidents' Fund, L.P. ("Presidents") and The Silverado Fund I, Limited Partnership ("Silverado") (collectively, the "Funds"); NEA Partners V, Limited Partnership ("NEA Partners V"), which is the sole general partner of NEA V, NEA Partners VII, Limited Partnership ("NEA Partners VII"), which is the sole general partner of NEA VII, NEA General Partners, L.P. ("Presidents Partners"), which is the sole general partner of Presidents, and NEA Silverado Partners I, Limited Partnership ("Silverado Partners"), which is the sole general partner of Silverado (collectively, the "GPLP's"); Peter J. Barris ("Barris"), Nancy L. Dorman ("Dorman"), Ronald H. Kase ("Kase"), C. Richard Kramlich ("Kramlich"), Arthur J. Marks ("Marks"), Thomas C. McConnell ("McConnell"), Peter T. Morris ("Morris"), John M. Nehra ("Nehra"), Charles W. Newhall III ("Newhall") and Mark W. Perry ("Perry"), (collectively, the "General Partners"); Dorman, Kramlich, Marks, McConnell and Newhall are individual general partners of NEA Partners V. Barris, Dorman, Kase, Kramlich, Marks, McConnell, Morris, Nehra, Newhall and Perry are individual general partners of NEA Partners VII. Barris, Dorman, Kase, Kramlich, Marks, McConnell, Nehra, Newhall and Perry are individual general partners of Presidents Partners. Kramlich, Marks and Newhall are individual general partners of Silverado Partners. The persons named in this paragraph are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons." ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of NEA V, NEA Partners V, NEA VII, NEA Partners VII, Presidents, Presidents Partners, Silverado, Silverado Partners, Barris, Dorman, Marks, Morris, Nehra, Newhall and Perry is New Enterprise Associates, 1119 St. Paul Street, Baltimore, Maryland 21202. The address of the principal business office of Kase, Kramlich and McConnell is New Enterprise Associates, 2490 Sand Hill Road, Menlo Park, California 94025. ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: NEA V is the record owner of 709,214 shares as of December 31, 1998 (the "NEA V Shares"). NEA VII is the record owner of 1,837,605 shares as of December 31, 1998 (the "NEA VII Shares"). Presidents is the record owner of 15,920 shares as of December 31, 1998 (the "Presidents' Shares"). Silverado is the record owner of 11,765 shares as of December 31, 1998 (the "Silverado Shares"). As the sole general partner of NEA V, NEA Partners V may be deemed to own beneficially the NEA V Shares. As the sole general partner of NEA VII, NEA Partners VII may be deemed to own beneficially the NEA VII Shares. As the sole general partner of Presidents, Presidents Partners may be deemed to own beneficially the Presidents' Shares. As the sole general partner of Silverado, Silverado Partners may be deemed to own beneficially the Silverado Shares. By virtue of their relationship as affiliated limited partnerships, whose general partners have overlapping individual general partners, each Fund may be deemed to share the power to direct the disposition and vote of the NEA V Shares, the NEA VII Shares, Page 2 of 15 pages the Presidents' Shares and the Silverado Shares, for an aggregate of 2,574,504 shares (the "Record Shares"). As general partners of the Funds, each GPLP may also be deemed to own beneficially the Record Shares. As general partners of NEA Partners V, Dorman, Kramlich, Marks, McConnell and Newhall may be deemed to own beneficially the NEA V Shares. As general partners of NEA Partners VII, Barris, Dorman, Kase, Kramlich, Marks, McConnell, Morris, Nehra, Newhall and Perry may be deemed to own beneficially the NEA VII Shares. As general partners of Presidents, Barris, Dorman, Kase, Kramlich, Marks, McConnell, Nehra, Newhall and Perry may be deemed to own beneficially the Presidents' Shares. As general partners of Silverado, Kramlich, Marks and Newhall may be deemed to own beneficially the Silverado Shares. McConnell holds options to purchase 3,750 shares, which options are exercisable within 60 days after December 31, 1998. As a general partner of NEA Partners V, NEA Partners VII and Presidents Partners, McConnell may be deemed to own beneficially the NEA V Shares, the NEA VII Shares, the President's Shares and the 3,750 shares subject to his options, for a total of 2,566,489 shares. (b) Percent of Class: The Funds, the GPLP's, Kramlich, Marks, McConnell and Newhall: 22.3%, Dorman: 22.2% and McConnell: 22.3%. Barris, Kase, Nehra and Perry: 16.1%, Morris: 16.0%. The foregoing percentages are calculated based on the 11,520,735 shares of Common Stock reported to be outstanding in the Quarterly Report on Form 10-Q of Applied Imaging Corp. for the fiscal quarter ended September 30, 1998, as adjusted pursuant to Rule 13d-13(d)(1). (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares for each Reporting Person other than McConnell, 3,750 shares for McConnell. (ii) shared power to vote or to direct the vote: 2,574,504 shares for each of the Funds, each of the GPLP's, Kramlich, Marks and Newhall. 2,566,489 shares for McConnell, 2,562,739 shares for Dorman. 1,853,525 shares for each of Barris, Kase, Nehra and Perry. 1,837,650 shares for Morris. (iii) sole power to dispose or to direct the disposition of: 0 shares for each Reporting Person other than McConnell. 3,750 shares for McConnell. (iv) shared power to dispose or to direct the disposition of: 2,574,504 shares for each of the Funds, each of the GPLP's, Kramlich, Marks and Newhall. 2,566,489 shares for McConnell. 2,562,739 shares for Dorman. 1,853,525 shares for each of Barris, Kase, Nehra and Perry. 1,837,650 shares for Morris. Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for those shares, if any, such Reporting Person holds of record. Page 3 of 15 pages ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 10, 1998 AND FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF APPLIED IMAGING CORP. REMAIN UNCHANGED. Page 4 of 15 pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 10, 1999 NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP By: NEA PARTNERS V, LIMITED PARTNERSHIP By: * ------------------------------------------ Charles W. Newhall III General Partner NEA PARTNERS V, LIMITED PARTNERSHIP By: * ------------------------------------------------ Charles W. Newhall III General Partner NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP By: NEA Partners VII, Limited Partnership By: * ----------------------------------- Charles W. Newhall III General Partner NEA PARTNERS VII, LIMITED PARTNERSHIP By: * -------------------------------------- Charles W. Newhall III General Partner NEA PRESIDENTS' FUND, L.P. By: NEA GENERAL PARTNERS, L.P. By: * ----------------------------------- Charles W. Newhall III General Partner Page 5 of 15 pages NEA GENERAL PARTNERS, L.P. By: * ------------------------------------ Charles W. Newhall III General Partner THE SILVERADO FUND I, LIMITED PARTNERSHIP By: NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP By: * -------------------------------------- Charles W. Newhall III General Partner NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP By: * ------------------------------------ Charles W. Newhall III General Partner * - ------------------------------------ Peter J. Barris * - ------------------------------------ Ronald H. Kase * - ------------------------------------ C. Richard Kramlich * - ------------------------------------ Arthur J. Marks * - ------------------------------------ Thomas C. McConnell * - ------------------------------------ Peter T. Morris * - ------------------------------------ John M. Nehra Page 6 of 15 pages * - ------------------------------------ Charles W. Newhall III * - ------------------------------------ Mark W. Perry *By:/s/ Nancy L. Dorman ----------------------------- Nancy L. Dorman, in her individual capacity and as Attorney-in-Fact - ------------------------------------------------------------------------------ This Schedule 13G was executed by Nancy L. Dorman pursuant to Powers of Attorney filed with the Securities and Exchange Commission on February 13, 1992 in connection with a Schedule 13G for Advanced Interventional Systems Inc., on February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc., and herewith, which Powers of Attorney are incorporated herein by reference and copies of which are attached hereto as Exhibit 2. Page 7 of 15 pages AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Applied Imaging Corp. EXECUTED as a sealed instrument this 10th day of February, 1999 NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP By: NEA PARTNERS V, LIMITED PARTNERSHIP By: * ------------------------------------------ Charles W. Newhall III General Partner NEA PARTNERS V, LIMITED PARTNERSHIP By: * ------------------------------------------------ Charles W. Newhall III General Partner NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP By: NEA Partners VII, Limited Partnership By: * ------------------------------------------------- Charles W. Newhall III General Partner NEA PARTNERS VII, LIMITED PARTNERSHIP By: * ------------------------------------------------- Charles W. Newhall III General Partner Page 8 of 15 pages NEA PRESIDENTS' FUND, L.P. By: NEA GENERAL PARTNERS, L.P. By: * ----------------------------------------- Charles W. Newhall III General Partner NEA GENERAL PARTNERS, L.P. By: * ---------------------------------- Charles W. Newhall III General Partner THE SILVERADO FUND I, LIMITED PARTNERSHIP By: NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP By: * ---------------------------------- Charles W. Newhall III General Partner NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP By: * ---------------------------------- Charles W. Newhall III General Partner Page 9 of 15 pages * - ------------------------------- Peter J. Barris * - ------------------------------- Ronald H. Kase * - ------------------------------- C. Richard Kramlich * - ------------------------------- Arthur J. Marks * - ------------------------------- Thomas C. McConnell * - ------------------------------- Peter T. Morris * - ------------------------------- John M. Nehra * - ------------------------------- Charles W. Newhall III * - ------------------------------- Mark W. Perry *By: /s/ Nancy L. Dorman ---------------------------- Nancy L. Dorman, in her individual capacity and as Attorney-in-Fact - ------------------------------------------------------------------------------- This Agreement was executed by Nancy L. Dorman pursuant to Powers of Attorney filed with the Securities and Exchange Commission on February 13, 1992 in connection with a Schedule 13G for Advanced Interventional Systems Inc., on February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc., and herewith, which Powers of Attorney are incorporated herein by reference and copies of which are attached hereto as Exhibit 2. Page 10 of 15 pages Exhibit 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall III, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 23rd day of April, 1991. /s/ Raymond L. Bank ------------------------------ Raymond L. Bank /s/ Thomas R. Baruch ------------------------------ Thomas R. Baruch /s/ Cornelius C. Bond, Jr. ------------------------------ Cornelius C. Bond, Jr. /s/ Frank A. Bonsal, Jr. ------------------------------ Frank A. Bonsal, Jr. /s/ James A. Cole ------------------------------ James A. Cole Page 11 of 15 pages /s/ Nancy L. Dorman ------------------------------ Nancy L. Dorman /s/ Neal M. Douglas ------------------------------ Neal M. Douglas /s/ John W. Glynn, Jr. ------------------------------ John W. Glynn, Jr. /s/ Curran W. Harvey ------------------------------ Curran W. Harvey /s/ Ronald Kase ------------------------------ Ronald Kase /s/ C. Richard Kramlich ------------------------------ C. Richard Kramlich /s/ Robert F. Kuhling ------------------------------ Robert F. Kuhling /s/ Arthur J. Marks ------------------------------ Arthur J. Marks /s/ Thomas C. McConnell ------------------------------ Thomas C. McConnell /s/ Donald L. Murfin ------------------------------ Donald L. Murfin /s/ H. Leland Murphy ------------------------------ H. Leland Murphy Page 12 of 15 pages /s/ John M. Nehra ------------------------------ John M. Nehra /s/ Charles W. Newhall III ------------------------------ Charles W. Newhall III /s/ Terry L. Opdendyk ------------------------------ Terry L. Opdendyk /s/ Barbara J. Perrier ------------------------------ Barbara J. Perrier /s/ C. Vincent Prothro ------------------------------ C. Vincent Prothro /s/ C. Woodrow Rea, Jr. ------------------------------ C. Woodrow Rea, Jr. /s/ Howard D. Wolfe, Jr. ------------------------------ Howard D. Wolfe, Jr. /s/ Nora M. Zietz ------------------------------ Nora M. Zietz Page 13 of 15 pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall III, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of January, 1994. /s/ Peter J. Barris ------------------------------ Peter J. Barris /s/ Debra E. King ------------------------------ Debra E. King /s/ Peter T. Morris ------------------------------ Peter T. Morris /s/ Hugh Y. Rienhoff, Jr. ------------------------------ Hugh Y. Rienhoff, Jr. /s/ Alexander Slusky ------------------------------ Alexander Slusky /s/ Louis B. Van Dyck ------------------------------ Louis B. Van Dyck Page 14 of 15 pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall III, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of February, 1999. /s/ Mark W. Perry ------------------------------ Mark W. Perry /s/ Stewart Alsop II ------------------------------ Stewart Alsop II Page 15 of 15 pages -----END PRIVACY-ENHANCED MESSAGE-----