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Prospectus Supplement Filed Under Rule 424(b)(3)
File No. 333-26129
CHROMAVISION MEDICAL SYSTEMS, INC.
Prospectus Supplement Dated August 13, 1997 to
Prospectus Dated July 1, 1997
This Prospectus Supplement provides supplemental information to the
Prospectus dated July 1, 1997 (the "Prospectus") covering the sale of
6,720,000 shares of common stock of ChromaVision Medical Systems, Inc. (the
"Company"). The Company granted to shareholders of the outstanding common
stock of Safeguard Scientifics, Inc. ("Safeguard") of record on June 30,
1997, transferable rights to purchase an aggregate of up to 6,400,000 shares
of the Company's common stock being sold by the Company and Safeguard,
Technology Leaders, L.P. ("TL"), Technology Leaders Offshore C.V. ("TL
Offshore" and, together with TL, "Technology Leaders I"), Technology Leaders
II L.P. ("TLII"), Technology Leaders II Offshore C.V. ("TLII Offshore" and,
together with TLII, "Technology Leaders II"), and XL Vision, Inc. ("XL", and
together with Safeguard, Technology Leaders I, and Technology Leaders II, the
"Selling Stockholders"). The Prospectus also relates to the purchase of
320,000 additional shares of the Company's common stock that were granted to
certain persons selected by the Company. A copy of the Prospectus is attached
to this Prospectus Supplement and must be read in conjunction herewith. The
following information is hereby added to and deemed to be included in the
Prospectus:
The rights offering by the Company, which involved the
distribution of 6,267,460 rights to Safeguard shareholders of record as
of the close of business on June 30, 1997, expired on August 5,
1997. Chase Mellon Shareholder Services, L.L.C., the rights agent,
informed the Company that holders of rights exercised such rights
to purchase a total of 6,028,648 shares of common stock (of which
6,020,000 shares were sold by the Company and 8,648 shares were sold by the
Selling Stockholders) at the exercise price of $5.00 per share. Of
the total shares of the Company's common stock subscribed for
through the exercise of rights, the underwriters, Robert W. Baird &
Co. Incorporated and Adams, Harkness & Hill, Inc. advised the
Company that they subscribed for 387,796 shares of common stock
through the exercise of rights that were purchased in the open
market by the underwriters during the course of the rights
offering. The 238,812 shares of common stock remaining unsubscribed
on the expiration date, together with the 132,540 shares of common
stock relating to unissued rights, were sold to the other
purchasers. Pursuant to the terms of the Standby Underwriting Agreement,
the underwriters have purchased all of the 640,000 shares of common stock
from the Selling Stockholders that were subject to the over-allotment
options granted by the Selling Stockholders to the underwriters.
The underwriters have advised the Company that, during the exercise
period of the rights offering, they (i) purchased 866,685 rights in
the open market at prices ranging from $4.625 to $8.500 per
right, (ii) sold 478,889 rights in the open market at prices ranging
from $4.750 to $8.750 per right, (iii) purchased 346,391 shares in the
open market at prices ranging from $9.875 to $13.250 per share and (iv)
sold 736,735 shares of common stock to the public at prices ranging from
$9.875 to $13.500 per share.
