UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Applied Imaging
______________________________________________________
(Name of Issuer)
Common stock, No Par Value
______________________________________________________
(Title of Class of Securities)
03820G106
____________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement | |. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class). (See Rule 13d-7).
*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 the 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).
CUSIP No.03820G106 13G Page 2 of 12
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Special Situations Fund III, L.P. ("The Fund")
13-3737427
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER 494,800
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 494,800
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
494,800
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
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CUSIP No.03820G106 13G Page 3 of 12
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MGP Advisers Limited Partnership, L.P. ("MGP")
13-3263120
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 494,800
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
494,800
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
- ----------------------------------------------------------------
CUSIP No.03820G106 13G Page 4 of 12
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AWM Investment Company, Inc. ("AWM")
11-2086452
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER 166,100
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 660,900
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
660,900
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
- ----------------------------------------------------------------
CUSIP No.03820G106 13G Page 5 of 12
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Austin W. Marxe
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 166,100
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 494,800
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 660,900
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
660,900
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
Page 6 of 12 Pages
Item 1.
(a) Name of Issuer: Applied Imaging
(b) Address of Issuer's Principal Executive Offices:
2380 Walsh Ave, Bldg B, Santa Clara CA 95051
Item 2.
(a)-(c)Name of Person Filing; Address of Principal Business
Office; and Place of Organization: This statement is filed on
behalf of (i) Special Situations Fund III, L.P., a Delaware
limited partnership (the "Fund"), (ii) MGP Advisers Limited
Partnership, a Delaware Limited Partnership ("MGP"), (iii) AWM
Investment Company, Inc., a Delaware corporation ("AWM") and
(iv) Austin W. Marxe. Each of the foregoing is hereinafter
individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons." The principal office
and business address of the Reporting Persons is 153 East 53
Street, New York, New York 10022. The business of the Fund is
to acquire, purchase, invest in, sell, convey, transfer,
exchange and otherwise trade in principally equity and equity
related securities.
MGP is a general partner of and investment adviser to the
Fund. MGP is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. The principal
business of MGP is to act as a general partner of and
investment adviser to the Fund. AWM, a Delaware corporation
primarily owned by Austin W. Marxe, serves as the sole general
partner of MGP. AWM is a registered investment adviser under
Page 7 of 12 Pages
the Investment Advisers Act of 1940 and also serves as the
investment adviser to, and general partner of, Special
Situations Cayman Fund, L.P., a limited partnership formed
under the laws of the Cayman Islands (the "Cayman Fund").
Austin W. Marxe is the principal limited partner of MGP and is
the President and Chief Executive Officer of AWM. Mr. Marxe
is also an associated person of MGP and is principally
responsible for the selection, acquisition and disposition of
the portfolio securities by AWM on behalf of MGP, the Fund and
the Cayman Fund.
2(b) Title of Class of Securities: See cover sheets.
2(c) CUSIP Number: See cover sheets.
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) (x) Investment Company registered under section 8 of the
Investment Company Act
(e) (x) 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
Page 8 of 12 Pages
Security Act of 1974 or Endowment Fund
(g) (x) Parent Holding Company, in accordance with $240.13d-
1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii)
(H)
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 660.900 common shares are
beneficially Austin W. Marxe and AWM. This amount is composed
of 494,800 shares owned by the Fund, and 166,100 shares owned
by the Cayman Fund. The Fund and MGP beneficially own 494,800
shares.
(b) Percent of Class: 8.6 percent are beneficially owned by
Austin W. Marxe and AWM. 6.5 percent are beneficially owned
by the Fund and MGP.
(c) Number of Shares as to Which Such Person Has Rights to
Vote and/or Dispose of Securities: The Special Situations Fund
III, L.P. has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of all securities
reported hereby which are beneficially owned by the Fund. AWM
has the sole power to vote or to direct the vote of securities
reported hereby which are benefically owned by AWM by virtue
of it being the Investment Adviser to the Cayman Fund. Austin
Marxe has sole power to vote or to direct the vote of
securities reported hereby which are beneficially owned by
Austin Marxe by virtue of being the primary owner of and
Page 9 of 12 Pages
President and Chief Executive Officer of AWM. Austin Marxe
has shared power to vote or to direct the vote of all
securities owned by Austin Marxe by virtue of being an
Individual General Partner of the Fund. MGP, AWM and Austin
Marxe have the sole power to dispose or to direct the
disposition of all securities reported hereby which are
beneficially owned respectively by MGP, AWM and Austin Marxe.
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 that five percent of the class of
securities, check the following x .
Item 6. Ownership of More than Five Percent on Behalf of
Another Person: The Fund and the Cayman Fund as owners of
the securities in question, have the right to receive any
dividends from, or proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on by the Parent
Holding Company: See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the
Group: Not applicable.
Item 9. Notices of Dissolution of Group: Not applicable.
Page 10 of 12 PAges
Item 10. Certification:
Each of the undersigned certifies that, to the
best of its or his knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were 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.
Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge
and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date: February 2, 1998
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Individual General Partner
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc,
By: /s/ Austin W. Marxe
Austin W. Marxe
President and Chief
Executive Officer
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and Chief
Executive Officer
/s/ Austin W. Marxe
AUSTIN W. MARXE
Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. AWM is the sole general partner of MGP, a
registered investment adviser under the Investment Advisers
Act of 1940, as amended. MGP is a general partner of and
investment adviser to the Fund. AWM is a registered
investment adviser under the Investment Advisers Act of 1940
and also serves as the general partner of, and investment
adviser to, the Cayman Fund. Austin W. Marxe is the principal
owner and President of AWM.
