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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 1997 or
[_] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
Commission File Number: 0-21371
APPLIED IMAGING CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 77-012490
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) (Identification No.)
2380 WALSH AVENUE, 95051
Building B, (Zip Code)
Santa Clara, California
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 562-0250
Securities registered pursuant to Section 12 (b) of the Act:
TITLE OF NAME OF EACH EXCHANGE
EACH CLASS ON WHICH REGISTERED
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None N/A
Securities registered pursuant to Section 12 (g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on March 12,
1998, as reported on the Nasdaq National Market, was approximately $23,487,715.
The number of shares of Common Stock outstanding as of March 12, 1998:
7,668,206 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates information by reference from the
Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission within 120 days after the close of the fiscal year.
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EXPLANATORY NOTE
On March 31, 1998, Applied Imaging Corp. (The "Company") filed its Annual
Report on Form 10-K for the fiscal year ended December 31, 1997 (the "Annual
Report"), with the Securities and Exchange Commission.
The sole purpose of this amendment to the Annual Report is to amend the
report of KPMG Peat Marwick LLP, Independent Certified Public Accountants. The
amended report now includes a report on the financial statement schedule. All
other information included in the initial filing is unchanged.
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Applied Imaging Corp.:
We have audited the accompanying consolidated balance sheets of Applied
Imaging Corp. and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1997. In
connection with our audits of the consolidated financial statements for the
periods indicated above, we have also audited the financial statements schedule.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements to based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Applied
Imaging Corp. and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997, in conformity with generally
accepted accounting principles. Also in our opinion, the related financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
KPMG Peat Marwick LLP
Mountain View, California
February 6, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Applied Imaging Corp.
Date: July 30, 1998 By: /s/ Jack Goldstein
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JACK GOLDSTEIN
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
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<CAPTION>
Signatures TITLE DATE
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<S> <C> <C>
/s/ Jack Goldstein Chief Executive Officer and July 30, 1998
- ---------------------------------- Director (Principal
(JACK GOLDSTEIN) Executive Officer)
Michael J. Braden* Corporate Controller July 30, 1998
- ---------------------------------- (Principal
(MICHAEL J. BRADEN) Accounting Officer)
John F. Blakemore, Jr.* Director July 30, 1998
- ----------------------------------
(JOHN F. BLAKEMORE, JR.)
Gilbert J.R. McCabe* Director July 30, 1998
- ----------------------------------
(GILBERT J.R. MCCABE)
Thomas C. McConnell* Director July 30, 1998
- ----------------------------------
(THOMAS C. MCCONNELL)
Andre F. Marion* Director July 30, 1998
- ----------------------------------
(ANDRE F. MARION)
Robert C. Miller* Director July 30, 1998
- ----------------------------------
(ROBERT C. MILLER)
G. Kirk Raab* Director July 30, 1998
- ----------------------------------
(G. KIRK RAAB)
*By: /s/ Jack Goldstein
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Jack Goldstein
Attorney-In-Fact
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