UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
Applied Imaging Corp.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
03820G106
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(CUSIP Number)
December 31, 1999
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(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).
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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, 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. The address of the principal business office of Barris is
New Enterprise Associates, 11911 Freedom Drive, One Fountain
Square, Suite 580, Reston, Virginia 20190.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: NEA V is the record owner of
709,214 shares as of December 31, 1999 (the "NEA V
Shares"). NEA VII is the record owner of 1,837,605 shares
as of December 31, 1999 (the "NEA VII Shares"). Presidents
is the record owner of 15,920 shares as of December 31,
1999 (the "Presidents' Shares"). Silverado is the record
owner of 11,765 shares as of December 31, 1999 (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
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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, 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, NEA Partners VII,
Presidents Partners and Siverado Partners, Kramlich, Marks
and Newhall may be deemed to own beneficially the Record
Shares. As general partners of NEA Partners VII, Barris,
Kase, Nehra, and Perry may be deemed to own beneficially
the NEA V Shares and the NEA VII Shares. As an individual
general partner of Presidents, Dorman, may be deemed to own
beneficially the NEA V Shares, the NEA VII Shares and the
Presidents' Shares. As an individual general partner of NEA
Partners VIII, Morris may be deemed to own beneficially the
NEA VII Shares. McConnell holds options to purchase 7,500
shares (the "Option Shares"), which options are exercisable
within 60 days after December 31, 1999. 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 Option Shares, for a total of 2,570,239 shares.
(b) Percent of Class: The Funds, the GPLP's, Kramlich, Marks
and Newhall: 21.4%. Dorman and McConnell: 21.3%. Barris,
Kase, Nehra and Perry: 15.4%. Morris: 15.2%. The foregoing
percentages are calculated based on the 12,054,512 shares
of Common Stock reported to be outstanding as of November
8, 1999, 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. 7,500 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. 2,570,239 shares for
McConnell. 2,562,739 shares for Dorman. 1,853,525 shares
for each of Barris, Kase, Nehra and Perry. 1,837,605
shares for Morris.
(iii) sole power to dispose or to direct the disposition of: 0
shares for each Reporting Person other than McConnell.
7,500 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. 2,570,239 shares
for McConnell. 2,562,739 shares for Dorman.
<PAGE>
1,853,525 shares for each of Barris, Kase, Nehra and
Perry. 1,837,605 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.
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 16, 1999 AND
FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF
APPLIED IMAGING CORP. REMAIN UNCHANGED.
<PAGE>
SIGNATURE
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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: January 25, 2000
NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP
By: NEA PARTNERS V, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA PARTNERS V, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP
By: NEA Partners VII, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA Partners VII, Limited Partnership
By: *
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Charles W. Newhall III
General Partner
NEA PRESIDENTS' FUND, L.P.
By: NEA GENERAL PARTNERS, L.P.
By: *
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Charles W. Newhall III
General Partner
<PAGE>
NEA GENERAL PARTNERS, L.P.
By: *
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Charles W. Newhall III
General Partner
THE SILVERADO FUND I, LIMITED PARTNERSHIP
By: NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP
By: *
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Charles W. Newhall III
General Partner
*
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Peter J. Barris
*
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Cornelius C. Bond, Jr.
*
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Frank A. Bonsal, Jr.
*
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Ronald H. Kase
*
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C. Richard Kramlich
*
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Arthur J. Marks
*
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Thomas C. McConnell
<PAGE>
*
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Peter T. Morris
*
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John M. Nehra
*
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Charles W. Newhall III
*
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Mark W. Perry
*By: /s/ Nancy L. Dorman
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Nancy L. Dorman, in her individual
capacity and as Attorney-in-Fact
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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 1.
EXHIBIT 1
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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
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Raymond L. Bank
/s/ Thomas R. Baruch
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Thomas R. Baruch
/s/ Cornelius C. Bond, Jr.
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Cornelius C. Bond, Jr.
/s/ Frank A. Bonsal, Jr.
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Frank A. Bonsal, Jr.
/s/ James A. Cole
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James A. Cole
<PAGE>
/s/ Nancy L. Dorman
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Nancy L. Dorman
/s/ Neal M. Douglas
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Neal M. Douglas
/s/ John W. Glynn, Jr.
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John W. Glynn, Jr.
/s/ Curran W. Harvey
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Curran W. Harvey
/s/ Ronald Kase
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Ronald Kase
/s/ C. Richard Kramlich
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C. Richard Kramlich
/s/ Robert F. Kuhling
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Robert F. Kuhling
/s/ Arthur J. Marks
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Arthur J. Marks
/s/ Thomas C. McConnell
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Thomas C. McConnell
/s/ Donald L. Murfin
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Donald L. Murfin
/s/ H. Leland Murphy
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H. Leland Murphy
<PAGE>
/s/ John M. Nehra
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John M. Nehra
/s/ Charles W. Newhall III
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Charles W. Newhall III
/s/ Terry L. Opdendyk
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Terry L. Opdendyk
/s/ Barbara J. Perrier
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Barbara J. Perrier
/s/ C. Vincent Prothro
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C. Vincent Prothro
/s/ C. Woodrow Rea, Jr.
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C. Woodrow Rea, Jr.
/s/ Howard D. Wolfe, Jr.
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Howard D. Wolfe, Jr.
/s/ Nora M. Zietz
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Nora M. Zietz
<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
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Peter J. Barris
/s/ Debra E. King
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Debra E. King
/s/ Peter T. Morris
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Peter. T. Morris
/s/ Hugh Y. Rienhoff, Jr.
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Hugh Y. Rienhoff, Jr.
/s/ Alexander Slusky
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Alexander Slusky
/s/ Louis B. Van Dyck
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Louis B. Van Dyck
<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
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Mark W. Perry
/s/ Stewart Alsop II
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Stewart Alsop II
