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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.------------)*
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Autocyte, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
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0000527681
(CUSIP Number)
* 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 purposes 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).
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<PAGE>
CUSIP No. 0000527681 Page 2 of 7 pages
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(1) NAME OF REPORTING PERSON
Roche Image Analysis Systems, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) | |
Not Applicable
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(5) SOLE VOTING POWER
3,049,680 shares
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NUMBER OF SHARES (6) SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH ------------------------------------------------------
REPORTING PERSON (7) SOLE DISPOSITIVE POWER
WITH 3,049,680 shares
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(8) SHARED DISPOSITIVE POWER
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,049,680
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
| |
Not Applicable
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.44%
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(12) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 0000527681 Page 3 of 7 Pages
Item 1(a). Name of Issuer:
Autocyte, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
112 Orange Drive
Elon College, NC 27244
Item 2(a). Name of Person Filing:
Roche Image Analysis Systems, Inc.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
100 U.S. Highway 202
Somerville, NJ 08876-3771
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP No.: 0000527681
Item 3. If this statement is filed pursuant to Rule 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
(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 Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company in accordance with Section
240.-13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
<PAGE>
CUSIP No. 0000527681 Page 4 of 7 Pages
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned: 3,049,680
(b) Percent of Class: 24.44%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
3,049,680 shares
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
3,049,680 shares
(iv) shared power to dispose or to directthe disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
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.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
<PAGE>
CUSIP No. 0000527681 Page 5 of 7 Pages
Item 10. Certification and Signature.
After reasonable inquiry and to the best of my knowledge and belief,
I/we certify that the information set forth in this statement is true, complete
and correct.
Dated this 6th day of February, 1998.
ROCHE IMAGE ANALYSIS SYSTEMS, INC.
By: /s/ Frederick C. Kentz III
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Under Power of Attorney dated
February 2, 1998 filed herewith
<PAGE>
CUSIP No. 0000527681 Page 6 of 7 Pages
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Kentz III their
true and lawful attorney-in-fact to:
(1) execute for and on behalf of each of the undersigned
(collectively, the "Companies") Forms 3, 4, 5 and any other
form, schedule or document relating to an initial statement of,
and changes in, Companies' beneficial ownership of equity
securities now or hereafter acquired, and any necessary
amendments to such forms or documents of extensions of time to
file such forms, schedules or documents, in accordancewith the
Securities Exchange Act of 1933 or Section 16 of the Securities
Act of 1934, as amended, and the rules thereunder (collectively,
the "Exchange Act");
(2) execute for and on behalf of each of the Companies Schedules
13D and 13G filed with respect any entity by any of the
Companies, to filethe same with the Securities and
Exchange Commission, and to execute andfile any
further amendments to such Schedules 13D and 13G; and
(3) do and perform any and all acts for and on behalf of the
Companies which may be necessary or desirable to complete
the execution of any such form, schedule or document and the
filing of such form with the United States Securities and
Exchange Commission and any other authority.
The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform every act necessary and proper in the exercise of any of the
rights and powers herein granted, as fully as such attorney-in-fact could do
if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorney-in- fact, in serving such capacity at the request of the undersigned,
is not assuming any of the undersigned liabilities under the Exchange Act.
This Power of Attorney shall remain in effect for so long as the Companies
are required to file reports under Exchange Act with respect to securities.
<PAGE>
CUSIP No. 0000527681 Page 7 of 7 Pages
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of February, 1998.
ROCHE HOLDING LTD
/s/ Dr. Felix Amrein
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/s/ Dr. Bruno Maier
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ROCHE FINANCE LTD
/s/ Hans Wyss
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/s/ Dr. Henri B. Meier
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ROCHE HOLDINGS, INC.
/s/ Marcel Kohler
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F.HOFFMANN-LA ROCHE LTD
/s/ Stefan Arnold
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/s/ Bruno Heynen
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ROCHE IMAGE ANALYSIS
SYSTEMS, INC.
/s/ Frederick C. Kentz III
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