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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)and(c)AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. ________)(1)
ChromaVision Medical Systems, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
17111P 10 4
(CUSIP Number)
(1) 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 disclosures provided in a prior cover page.
The information required on 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 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).
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CUSIP NO. 17111P 10 4 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders L.P. 51-0337605
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 689,720
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 689,720
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,720
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 17111P 10 4 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders Offshore C.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 689,720
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 689,720
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,720
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 17111P 10 4 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders Management L.P. 51-033B641
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 689,720
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 689,720
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,720
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 17111P 10 4 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders II L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 734,887
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 734,887
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
734,887
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 17111P 10 4 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders II Offshore C.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 734,887
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 734,887
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
734,887
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 17111P 10 4 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders II Management L.P. 23-2787138
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 734,887
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 734,887
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
734,887
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12. TYPE OF REPORTING PERSON*
PN
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Item 1 (a) Name of Issuer:
ChromaVision Medical Systems, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
33171 Paseo Cervesa
San Juan Capistrano, CA 92675
Item 2 (a) Name of Person Filing:
(1) Technology Leaders L.P.
(2) Technology Leaders Offshore C.V.
(3) Technology Leaders Management L.P.
(4) Technology Leaders II L.P.
(5) Technology Leaders II Offshore C.V.
(6) Technology Leaders II Management L.P.
Item 2 (b) Address of Principal Business Office:
(1)(3)(4)(6) 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
(2) (5) c/o ABN Trustcompany (Curacao) N.V.
P. O. Box 224
15 Pietermaai
Curacao, Netherland Antilles
Item 2 (c) Citizenship:
(1) Delaware limited partnership
(2) Netherland Antilles limited partnership
(3) Delaware limited partnership
(4) Delaware limited partnership
(5) Netherland Antilles limited partnership
(6) Delaware limited partnership
Item 2 (d) Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2 (e) CUSIP Number:
17111P 10 4
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a :
(a) / / Broker or dealer registered under Section 15 of
the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance Company as defined in Section 3(a)(19)
of the Act.
(d) / / Investment Company registered under Section 8 of
the Investment Company Act of 1940.
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(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7.
(h) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
Not applicable
Item 4 Ownership:
(a) Amount Beneficially Owned:
(1)(2)(3) 689,720 shares
(4)(5)(6) 734,887 shares
(b) Percent of Class:
(1)(2)(3) 4.0%
(4)(5)(6) 4.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
(1)(2)(3) 689,720
(4)(5)(6) 734,887
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
(1)(2)(3) 689,720
(4)(5)(6) 734,887
Technology Leaders Management L.P. is the sole general partner of Technology
Leaders L.P.("TLLP") and a co-general partner of Technology Leaders Offshore
C.V. ("TLO"). TLLP and TLO are venture capital funds which are required by
their governing documents to make all investment, voting and disposition actions
in tandem. TLLP is the record holder of 322,030 shares. TLO is the record
holder of 367,690 shares.
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Technology Leaders Management L.P. has sole authority and responsibility for
all investment, voting and disposition decisions for TLLP and TLO, which
powers are exercised through its ten person executive committee, by whose
decisions the general partners have agreed to be bound. TLLP, TLO and
Technology Leaders Management L.P. disclaim beneficial ownership of the
shares beneficially owned by Technology Leaders II L.P., Technology Leaders
II Offshore C.V. and Techology Leaders II Management L.P.
Technology Leaders II Management L.P. is the sole general partner of Technology
Leaders II L.P. ("TL II") and a co-general partner of Technology Leaders
Offshore C.V. ("TLO II"). TL II and TLO II are venture capital funds which are
required by their governing documents to make all investment, voting and
disposition actions in tandem. TL II is the record holder of 409,552 shares and
TLO II is the record holder of 325,335 shares. Technology Leaders Management
II L.P. has sole authority and responsibility for all investment, voting and
disposition decisions for Technology Leaders II, which powers are exercised
through its ten person executive committee, by whose decisions the general
partners have agreed to be bound. TL II, TLO II and Technology Leaders II
Management L.P. disclaim beneficial ownership of the shares beneficially owned
by TLLP, TLO and Technology Leaders Management L.P.
The membership of the executive committee of each of Technology Leaders
Management L.P. and Technology Leaders II Management L.P. currently is the same.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Technology Leaders L.P., Technology Leaders Offshore C.V., Technology Leaders
Management L.P., Technology Leaders II L.P., Technology Leaders II Offshore
C.V., and Technology Leaders II Management L.P. are members of a group for
purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
Item 9 Notice of Dissolution of Group:
Not applicable
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Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
In executing this statement, the undersigned agrees, to the extent required by
Rule 13d-1(f), that this statement is being filed on behalf on each of the
Reporting Persons herein.
TECHNOLOGY LEADERS L.P.
By Technology Leaders Management L.P.,
general partner
By: /s/ Robert E. Keith, Jr.
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Robert E. Keith Jr.
President, Technology Leaders
Management, Inc., a general partner
Dated: February 6, 1998
TECHNOLOGY LEADERS OFFSHORE C.V.
By Technology Leaders Management L.P.,
co-general partner
By: /s/ Robert E. Keith, Jr.
-----------------------------------
Robert E. Keith Jr.
President, Technology Leaders
Management, Inc., a general partner
Dated: February 6, 1998
TECHNOLOGY LEADERS MANAGEMENT L.P.
By: /s/ Robert E. Keith, Jr.
-----------------------------------
Robert E. Keith Jr.
President, Technology Leaders
Management, Inc., a general partner
Dated: February 6, 1998
TECHNOLOGY LEADERS II L.P.
By Technology Leaders II Management L.P.,
general partner
By: /s/ Robert E. Keith, Jr.
-----------------------------------
Robert E. Keith Jr.
President, Technology Leaders
Management, Inc., a general partner
Dated: February 6, 1998
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TECHNOLOGY LEADERS II OFFSHORE C.V.
By Technology Leaders II Management L.P.,
co-general partner
By: /s/ Robert E. Keith, Jr.
-----------------------------------
Robert E. Keith Jr.
President, Technology Leaders
Management, Inc., a general partner
Dated: February 6, 1998
TECHNOLOGY LEADERS II MANAGEMENT L.P.
By: /s/ Robert E. Keith, Jr.
-----------------------------------
Robert E. Keith Jr.
President, Technology Leaders
Management, Inc., a general partner
Dated: February 6, 1998
