<PAGE>
As filed with the Securities and Exchange Commission on November 1, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
APPLIED IMAGING CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
____________________
DELAWARE 77-012490
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
____________________
2380 WALSH AVENUE, BLDG. B
SANTA CLARA, CA 95051
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1998 INCENTIVE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
____________________
JACK GOLDSTEIN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
APPLIED IMAGING CORP.
2380 WALSH AVENUE, BLDG. B
SANTA CLARA, CA 95051
(408) 562-0250
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
____________________
Copy to:
ARMAN PAHLAVAN, ESQ.
PAUL G.PRINCE, ESQ.
GEORGOPOULOS PAHLAVAN & PRINCE, LLP
935 HAMILTON AVE
MENLO PARK, CA 94025
(650) 473-9001
____________________
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<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Per Offering Registration
to be Registered (1) Registered (2) Share Price (3) Fee
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 950,000 $3.625 $3,443,750 $909.15
$0.001 par value
</TABLE>
(1) Includes Preferred Share Purchase Rights, which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately from the
Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration Statement
covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(2) The shares covered by this Registration Statement represent shares of
Common Stock that have become available for issuance under the Registrant's
1998 Incentive Stock Option Plan (the "1998 Option Plan") as a result of an
amendment approved by the stockholders at the Registrant's Annual Meeting
held on May 10, 2000, increasing the number of shares for issuance
therunder by 950,000.
(3) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the total registration
fee. The calculation is based upon the average of the high and low prices
of the Registrant's Common Stock as reported by the Nasdaq National Market
on October 30, 2000.
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES
The Registrant previously filed a Registration Statement on Form S-8 with
the Securities and Exchange Commission (SEC File No. 333-57835) (the "Previous
Form S-8"). The Previous Form S-8 was filed in connection with the 1998 Option
Plan. This Registration Statement registers additional shares of the
Registrant's Common Stock to be issued pursuant to the 1998 Option Plan.
Accordingly, the content of the Previous Form S-8, including periodic reports
that the Registrant filed after the Previous Form S-8 to maintain current
information about the Registrant, are incorporated by reference into this
Registration Statement pursuant to General Instruction E of Form S-8. The
reports the Registrant has most recently filed with the SEC are listed below:
- Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2000, filed as of August 10, 2000.
- Quarterly Report on Form 10-Q for the quarterly period ended March 31
2000, filed as of May 11, 2000.
- Proxy Statement filed as of April 13, 2000, in connection with the
Annual Meeting of Stockholders held on May 10, 2000.
- Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
filed as of March 29, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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Exhibit Document
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4.1* 1998 Incentive Stock Option Plan and form of Stock Option
Agreement
5.1 Opinion of Georgopoulos Pahlavan & Prince, LLP, as to the legality
of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
23.3 Consent of Georgopoulos Pahlavan & Prince, LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-2)
* Incorporated by reference to Exhibit 4.1 filed with the Registrant's
Registration Statement on Form S-8 (file no. 333-57835), which was declared
effective on June 26, 1998
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant, Applied
Imaging Corp., a corporation organized and existing under the laws of the State
of Delaware, certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Clara, State of California, on this 31st
day of October 2000.
APPLIED IMAGING CORP.
By /s/ Jack Goldstein
--------------------------------------------
Jack Goldstein, Ph.D.
Chief Executive Officer (Principal Executive
Officer)
By /s/ Barry Hotchkies
-------------------
Barry Hotchkies
Chief Financial Officer (Principal Financial
and Accounting Officer)
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack Goldstein and Barry Hotchkies,
jointly and severally, as his or her attorneys-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jack Goldstein Chairman of the Board and November 1, 2000
------------------------- Chief Executive Officer*
Jack Goldstein, Ph.D.
/s/ Carl W. Hull President and Director* November 1, 2000
-------------------------
Carl W. Hull
/s/ Barry Hotchkies Chief Financial Officer November 1, 2000
-------------------------
Barry Hotchkies
/s/ John F. Blakemore Director* November 1, 2000
-------------------------
John F. Blakemore, Jr.
/s/ Andre F. Marion Director* November 1, 2000
-------------------------
Andre F. Marion
/s/ Thomas C. McConnell Director* November 1, 2000
-------------------------
Thomas C. McConnell
/s/ Robert C. Miller Director* November 1, 2000
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Robert C. Miller
/s/ G. Kirk Raab Director* November 1, 2000
-------------------------
G. Kirk Raab
/s/ Pablo Valenzuela Director* November 1, 2000
-------------------------
Pablo Valenzuela, Ph.D
* The 1998 Option Plan, pursuant to which additional shares of Common Stock are
being registered under this Registration Statement, is subject to administration
by the Board of Directors of the Registrant.
<PAGE>
EXHIBIT INDEX
-------------
REGISTRATION STATEMENT ON FORM S-8
APPLIED IMAGING CORP.
Exhibit Document
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4.1* 1998 Incentive Stock Option Plan and form of Stock Option
Agreement
5.1 Opinion of Georgopoulos Pahlavan & Prince, LLP, as to the
legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
23.3 Consent of Georgopoulos Pahlavan & Prince, LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page II-2)
* Incorporated by reference to Exhibit 4.1 filed with the Registrant's
Registration Statement on Form S-8 (file no. 333-57835), which was declared
effective on June 26, 1998
