<PAGE>
------------------------
OMB APPROVAL
------------------------
OMB Number 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response 14.90
------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Applied Imaging Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
03820G106
----------------------------------
(CUSIP Number)
December 31, 1998
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ x / Rule 13d-1(d)
*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 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).
Page 1 of 15 pages
<PAGE>
ITEM 1(a). NAME OF ISSUER: Applied Imaging Corp.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2380 Walsh Avenue, Building B, Santa Clara, CA 95051
ITEM 2(a). NAMES OF PERSONS FILING: New Enterprise Associates V, Limited
Partnership ("NEA V"), New Enterprise Associates VII, Limited
Partnership ("NEA VII"), NEA Presidents' Fund, L.P.
("Presidents") and The Silverado Fund I, Limited Partnership
("Silverado") (collectively, the "Funds"); NEA Partners V, Limited
Partnership ("NEA Partners V"), which is the sole general partner
of NEA V, NEA Partners VII, Limited Partnership ("NEA Partners
VII"), which is the sole general partner of NEA VII, NEA General
Partners, L.P. ("Presidents Partners"), which is the sole general
partner of Presidents, and NEA Silverado Partners I, Limited
Partnership ("Silverado Partners"), which is the sole general
partner of Silverado (collectively, the "GPLP's"); Peter J. Barris
("Barris"), Nancy L. Dorman ("Dorman"), Ronald H. Kase ("Kase"),
C. Richard Kramlich ("Kramlich"), Arthur J. Marks ("Marks"),
Thomas C. McConnell ("McConnell"), Peter T. Morris ("Morris"),
John M. Nehra ("Nehra"), Charles W. Newhall III ("Newhall") and
Mark W. Perry ("Perry"), (collectively, the "General Partners");
Dorman, Kramlich, Marks, McConnell and Newhall are individual
general partners of NEA Partners V. Barris, Dorman, Kase,
Kramlich, Marks, McConnell, Morris, Nehra, Newhall and Perry are
individual general partners of NEA Partners VII. Barris, Dorman,
Kase, Kramlich, Marks, McConnell, Nehra, Newhall and Perry are
individual general partners of Presidents Partners. Kramlich,
Marks and Newhall are individual general partners of Silverado
Partners. The persons named in this paragraph are referred to
individually herein as a "Reporting Person" and collectively as
the "Reporting Persons."
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The
address of the principal business office of NEA V, NEA Partners
V, NEA VII, NEA Partners VII, Presidents, Presidents Partners,
Silverado, Silverado Partners, Barris, Dorman, Marks, Morris,
Nehra, Newhall and Perry is New Enterprise Associates, 1119 St.
Paul Street, Baltimore, Maryland 21202. The address of the
principal business office of Kase, Kramlich and McConnell is New
Enterprise Associates, 2490 Sand Hill Road, Menlo Park,
California 94025.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: NEA V is the record owner of
709,214 shares as of December 31, 1998 (the "NEA V
Shares"). NEA VII is the record owner of 1,837,605 shares
as of December 31, 1998 (the "NEA VII Shares"). Presidents is
the record owner of 15,920 shares as of December 31, 1998
(the "Presidents' Shares"). Silverado is the record owner of
11,765 shares as of December 31, 1998 (the "Silverado
Shares"). As the sole general partner of NEA V, NEA Partners V
may be deemed to own beneficially the NEA V Shares. As the
sole general partner of NEA VII, NEA Partners VII may be
deemed to own beneficially the NEA VII Shares. As the sole
general partner of Presidents, Presidents Partners may be
deemed to own beneficially the Presidents' Shares. As the
sole general partner of Silverado, Silverado Partners may be
deemed to own beneficially the Silverado Shares. By virtue of
their relationship as affiliated limited partnerships, whose
general partners have overlapping individual general partners,
each Fund may be deemed to share the power to direct the
disposition and vote of the NEA V Shares, the NEA VII Shares,
Page 2 of 15 pages
<PAGE>
the Presidents' Shares and the Silverado Shares, for an
aggregate of 2,574,504 shares (the "Record Shares"). As
general partners of the Funds, each GPLP may also be deemed
to own beneficially the Record Shares. As general partners of
NEA Partners V, Dorman, Kramlich, Marks, McConnell and
Newhall may be deemed to own beneficially the NEA V Shares.
As general partners of NEA Partners VII, Barris, Dorman, Kase,
Kramlich, Marks, McConnell, Morris, Nehra, Newhall and Perry
may be deemed to own beneficially the NEA VII Shares. As
general partners of Presidents, Barris, Dorman, Kase,
Kramlich, Marks, McConnell, Nehra, Newhall and Perry may be
deemed to own beneficially the Presidents' Shares. As general
partners of Silverado, Kramlich, Marks and Newhall may be
deemed to own beneficially the Silverado Shares. McConnell
holds options to purchase 3,750 shares, which options are
exercisable within 60 days after December 31, 1998. As a
general partner of NEA Partners V, NEA Partners VII and
Presidents Partners, McConnell may be deemed to own
beneficially the NEA V Shares, the NEA VII Shares, the
President's Shares and the 3,750 shares subject to his
options, for a total of 2,566,489 shares.
(b) Percent of Class: The Funds, the GPLP's, Kramlich, Marks,
McConnell and Newhall: 22.3%, Dorman: 22.2% and McConnell:
22.3%. Barris, Kase, Nehra and Perry: 16.1%, Morris: 16.0%.
The foregoing percentages are calculated based on the
11,520,735 shares of Common Stock reported to be outstanding
in the Quarterly Report on Form 10-Q of Applied Imaging Corp.
for the fiscal quarter ended September 30, 1998, as adjusted
pursuant to Rule 13d-13(d)(1).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares
for each Reporting Person other than McConnell, 3,750
shares for McConnell.
(ii) shared power to vote or to direct the vote: 2,574,504
shares for each of the Funds, each of the GPLP's,
Kramlich, Marks and Newhall. 2,566,489 shares for
McConnell, 2,562,739 shares for Dorman. 1,853,525
shares for each of Barris, Kase, Nehra and Perry.
1,837,650 shares for Morris.
(iii) sole power to dispose or to direct the disposition of:
0 shares for each Reporting Person other than
McConnell. 3,750 shares for McConnell.
(iv) shared power to dispose or to direct the disposition
of: 2,574,504 shares for each of the Funds, each of
the GPLP's, Kramlich, Marks and Newhall. 2,566,489
shares for McConnell. 2,562,739 shares for Dorman.
1,853,525 shares for each of Barris, Kase, Nehra and
Perry. 1,837,650 shares for Morris.
Each Reporting Person disclaims beneficial ownership of such shares of Common
Stock except for those shares, if any, such Reporting Person holds of record.
Page 3 of 15 pages
<PAGE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 10, 1998
AND FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK
OF APPLIED IMAGING CORP. REMAIN UNCHANGED.
Page 4 of 15 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 10, 1999
NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP
By: NEA PARTNERS V, LIMITED PARTNERSHIP
By: *
------------------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS V, LIMITED PARTNERSHIP
By: *
------------------------------------------------
Charles W. Newhall III
General Partner
NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP
By: NEA Partners VII, Limited Partnership
By: *
-----------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS VII, LIMITED PARTNERSHIP
By: *
--------------------------------------
Charles W. Newhall III
General Partner
NEA PRESIDENTS' FUND, L.P.
By: NEA GENERAL PARTNERS, L.P.
By: *
-----------------------------------
Charles W. Newhall III
General Partner
Page 5 of 15 pages
<PAGE>
NEA GENERAL PARTNERS, L.P.
By: *
------------------------------------
Charles W. Newhall III
General Partner
THE SILVERADO FUND I, LIMITED PARTNERSHIP
By: NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP
By: *
--------------------------------------
Charles W. Newhall III
General Partner
NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP
By: *
------------------------------------
Charles W. Newhall III
General Partner
*
- ------------------------------------
Peter J. Barris
*
- ------------------------------------
Ronald H. Kase
*
- ------------------------------------
C. Richard Kramlich
*
- ------------------------------------
Arthur J. Marks
*
- ------------------------------------
Thomas C. McConnell
*
- ------------------------------------
Peter T. Morris
*
- ------------------------------------
John M. Nehra
Page 6 of 15 pages
<PAGE>
*
- ------------------------------------
Charles W. Newhall III
*
- ------------------------------------
Mark W. Perry
*By:/s/ Nancy L. Dorman
-----------------------------
Nancy L. Dorman, in her individual
capacity and as Attorney-in-Fact
- ------------------------------------------------------------------------------
This Schedule 13G was executed by Nancy L. Dorman pursuant to Powers of
Attorney filed with the Securities and Exchange Commission on February 13,
1992 in connection with a Schedule 13G for Advanced Interventional Systems
Inc., on February 13, 1995 in connection with a Schedule 13G for Acuity
Imaging, Inc., and herewith, which Powers of Attorney are incorporated herein
by reference and copies of which are attached hereto as Exhibit 2.
Page 7 of 15 pages
<PAGE>
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the
ownership by each of the undersigned of shares of Common Stock of Applied
Imaging Corp.
EXECUTED as a sealed instrument this 10th day of February, 1999
NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP
By: NEA PARTNERS V, LIMITED PARTNERSHIP
By: *
------------------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS V, LIMITED PARTNERSHIP
By: *
------------------------------------------------
Charles W. Newhall III
General Partner
NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP
By: NEA Partners VII, Limited Partnership
By: *
-------------------------------------------------
Charles W. Newhall III
General Partner
NEA PARTNERS VII, LIMITED PARTNERSHIP
By: *
-------------------------------------------------
Charles W. Newhall III
General Partner
Page 8 of 15 pages
<PAGE>
NEA PRESIDENTS' FUND, L.P.
By: NEA GENERAL PARTNERS, L.P.
By: *
-----------------------------------------
Charles W. Newhall III
General Partner
NEA GENERAL PARTNERS, L.P.
By: *
----------------------------------
Charles W. Newhall III
General Partner
THE SILVERADO FUND I, LIMITED PARTNERSHIP
By: NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP
By: *
----------------------------------
Charles W. Newhall III
General Partner
NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP
By: *
----------------------------------
Charles W. Newhall III
General Partner
Page 9 of 15 pages
<PAGE>
*
- -------------------------------
Peter J. Barris
*
- -------------------------------
Ronald H. Kase
*
- -------------------------------
C. Richard Kramlich
*
- -------------------------------
Arthur J. Marks
*
- -------------------------------
Thomas C. McConnell
*
- -------------------------------
Peter T. Morris
*
- -------------------------------
John M. Nehra
*
- -------------------------------
Charles W. Newhall III
*
- -------------------------------
Mark W. Perry
*By: /s/ Nancy L. Dorman
----------------------------
Nancy L. Dorman, in her individual
capacity and as Attorney-in-Fact
- -------------------------------------------------------------------------------
This Agreement was executed by Nancy L. Dorman pursuant to Powers of Attorney
filed with the Securities and Exchange Commission on February 13, 1992 in
connection with a Schedule 13G for Advanced Interventional Systems Inc., on
February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc.,
and herewith, which Powers of Attorney are incorporated herein by reference
and copies of which are attached hereto as Exhibit 2.
Page 10 of 15 pages
<PAGE>
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall
III, and each of them, with full power to act without the other, his true and
lawful attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 or
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act or by the By-laws of the National
Association of Securities Dealers, Inc., granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorney-in-fact, or his substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 23rd
day of April, 1991.
/s/ Raymond L. Bank
------------------------------
Raymond L. Bank
/s/ Thomas R. Baruch
------------------------------
Thomas R. Baruch
/s/ Cornelius C. Bond, Jr.
------------------------------
Cornelius C. Bond, Jr.
/s/ Frank A. Bonsal, Jr.
------------------------------
Frank A. Bonsal, Jr.
/s/ James A. Cole
------------------------------
James A. Cole
Page 11 of 15 pages
<PAGE>
/s/ Nancy L. Dorman
------------------------------
Nancy L. Dorman
/s/ Neal M. Douglas
------------------------------
Neal M. Douglas
/s/ John W. Glynn, Jr.
------------------------------
John W. Glynn, Jr.
/s/ Curran W. Harvey
------------------------------
Curran W. Harvey
/s/ Ronald Kase
------------------------------
Ronald Kase
/s/ C. Richard Kramlich
------------------------------
C. Richard Kramlich
/s/ Robert F. Kuhling
------------------------------
Robert F. Kuhling
/s/ Arthur J. Marks
------------------------------
Arthur J. Marks
/s/ Thomas C. McConnell
------------------------------
Thomas C. McConnell
/s/ Donald L. Murfin
------------------------------
Donald L. Murfin
/s/ H. Leland Murphy
------------------------------
H. Leland Murphy
Page 12 of 15 pages
<PAGE>
/s/ John M. Nehra
------------------------------
John M. Nehra
/s/ Charles W. Newhall III
------------------------------
Charles W. Newhall III
/s/ Terry L. Opdendyk
------------------------------
Terry L. Opdendyk
/s/ Barbara J. Perrier
------------------------------
Barbara J. Perrier
/s/ C. Vincent Prothro
------------------------------
C. Vincent Prothro
/s/ C. Woodrow Rea, Jr.
------------------------------
C. Woodrow Rea, Jr.
/s/ Howard D. Wolfe, Jr.
------------------------------
Howard D. Wolfe, Jr.
/s/ Nora M. Zietz
------------------------------
Nora M. Zietz
Page 13 of 15 pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall
III, and each of them, with full power to act without the other, his true and
lawful attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 or
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act or by the By-laws of the National
Association of Securities Dealers, Inc., granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorney-in-fact, or his substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st
day of January, 1994.
/s/ Peter J. Barris
------------------------------
Peter J. Barris
/s/ Debra E. King
------------------------------
Debra E. King
/s/ Peter T. Morris
------------------------------
Peter T. Morris
/s/ Hugh Y. Rienhoff, Jr.
------------------------------
Hugh Y. Rienhoff, Jr.
/s/ Alexander Slusky
------------------------------
Alexander Slusky
/s/ Louis B. Van Dyck
------------------------------
Louis B. Van Dyck
Page 14 of 15 pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall
III, and each of them, with full power to act without the other, his true and
lawful attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 or
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same,
with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act or by the By-laws of the National
Association of Securities Dealers, Inc., granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorney-in-fact, or his substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th
day of February, 1999.
/s/ Mark W. Perry
------------------------------
Mark W. Perry
/s/ Stewart Alsop II
------------------------------
Stewart Alsop II
Page 15 of 15 pages
