UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
NEOPATH, INC.
------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
----------------------------------
(Title of Class of Securities)
640517108
-----------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 4, 1997
------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*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 disclosure
provided in a prior cover page.
The information required on 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).
Continued on following page(s)
Page 1 of 18 Pages
Exhibit Index: Page 15
<PAGE>
Page 2 of 18 Pages
SCHEDULE 13D
CUSIP No. 640517108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 744,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 744,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
744,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.19%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 18 Pages
SCHEDULE 13D
CUSIP No. 640517108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 339,686
Shares
Beneficially 8 Shared Voting Power
Owned By 744,000
Each
Reporting 9 Sole Dispositive Power
Person 339,686
With
10 Shared Dispositive Power
744,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,083,686
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.55%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 18 Pages
SCHEDULE 13D
CUSIP No. 640517108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 169,141
Shares
Beneficially 8 Shared Voting Power
Owned By 744,000
Each
Reporting 9 Sole Dispositive Power
Person 169,141
With
10 Shared Dispositive Power
744,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
913,141
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
6.37%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 18 Pages
SCHEDULE 13D
CUSIP No. 640517108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Pennsylvania
7 Sole Voting Power
Number of 157,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 157,500
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
157,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.1%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 18 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"), of Neopath, Inc. (the "Issuer"). This
Statement is being filed by the Reporting Persons (as defined herein) to report
recent acquisitions of Shares of the Issuer as a result of which certain of the
Reporting Persons may be deemed to be the beneficial owners of more than 5% of
the total number of outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is 8271 - 154th Avenue NE, Redmond,
Washington 98052.
Item 2. Identity and Background.
This statement is being filed by Soros Fund Management LLC, a
Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros"),
Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller") and Duquesne Capital
Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC,"
and together with SFM LLC, Mr. Soros and Mr. Druckenmiller, the "Reporting
Persons"). This statement relates to Shares held for the accounts of Quantum
Partners (as defined herein), OSI (as defined herein), DF (as defined herein)
and the Duquesne LLC Clients (as defined herein).
SFM LLC has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. The business of SFM LLC is managed through a
Management Committee (the "Management Committee") comprised of Mr. Soros, Mr.
Druckenmiller and Mr. Gary Gladstein. Its principal business is to serve,
pursuant to contract, as the principal investment manager to several foreign
investment companies (the "SFM Clients"), including Quantum Fund (as defined
herein) and Quantum Partners, the principal operating subsidiary of Quantum
Fund. SFM LLC has been granted investment discretion over portfolio investments,
including the Shares, held for the account of Quantum Partners LDC, a Cayman
Islands exempted limited duration company ("Quantum Partners") and Quantum Fund
N.V., a Netherlands Antilles company ("Quantum Fund"). Each of Quantum Fund and
Quantum Partners has its principal office at Kaya Flamboyan 9, Willemstad,
Curacao, Netherlands Antilles. SFM LLC's contracts with the SFM Clients
generally provide that SFM LLC is responsible for designing and implementing the
SFM Clients' overall investment strategies; for conducting direct portfolio
management strategies to the extent that SFM LLC determines that it is
appropriate to utilize its own portfolio management capabilities; for selecting,
evaluating and monitoring other investment advisors who manage separate
portfolios on behalf of the SFM Clients; and for allocating and reallocating the
SFM Clients' assets among the outside managers and itself.
Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the account of Quantum Partners. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the account of Quantum Partners. Set forth
in Annex A hereto and incorporated by reference in response to this Item 2 and
elsewhere in this Schedule 13D as applicable is a list of the Managing Directors
of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
<PAGE>
Page 7 of 18 Pages
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office. Mr. Druckenmiller also owns a 75% interest in, and is the sole managing
member of, Duquesne LLC, an investment advisory firm. Duquesne LLC, a
Pennsylvania limited liability company, has its principal offices at 2579
Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591. Its principal
business is to serve, pursuant to contract, as a discretionary investment
advisor to a limited number of institutional clients (the "Duquesne LLC
Clients"). Set forth in Annex B hereto and incorporated by reference in response
to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of the
executive officers of Duquesne LLC.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial owner of the Shares held for the account of Quantum Partners
as a result of the contractual authority of SFM LLC to exercise voting and
dispositive power with respect to such Shares.
Pursuant to regulations promulgated under Section 13(d) of the
Act, each of Duquesne LLC and Mr. Druckenmiller, by virtue of his interest in,
and position as sole managing member of, Duquesne LLC, may be deemed a
beneficial owner of the Shares held for the accounts of the Duquesne LLC Clients
as a result of the contractual authority of Duquesne LLC to exercise voting and
dispositive power with respect to such Shares.
Open Society Institute, a New York trust ("OSI"), is a charitable
foundation. Mr. Soros serves as one of the ten trustees of OSI. Mr. Soros, in
his capacity as a Trustee of OSI, occasionally exercises voting and dispositive
power over securities held for the account of OSI, and as such may be deemed the
beneficial owner of such securities, including the Shares.
Druckenmiller Foundation, a New York trust ("DF"), is a
charitable foundation. Mr. Druckenmiller serves as one of two trustees of DF.
Mr. Druckenmiller, in his capacity as a Trustee of DF, exercises voting and
dispositive power over securities held for the account of DF, and as such may be
deemed the beneficial owner of such securities, including the Shares.
During the past five years, none of the Reporting Persons,
Quantum Partners, OSI, DF and, to the best of the Reporting Persons' knowledge,
any other person identified in response to this Item 2 has been (a) convicted in
a criminal proceeding, or (b) a party to any civil proceeding as a result of
which it or he has been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Quantum Partners expended approximately $12,134,585 of its
working capital to purchase Shares reported herein as being acquired in the last
60 days.
Duquesne LLC expended approximately $995,625 of the working
capital of the Duquesne LLC Clients to purchase the Shares reported herein as
being acquired in the last 60 days.
The Shares held for the accounts of Quantum Partners, other SFM
Clients, OSI, DF and/or the Duquesne LLC Clients may be held through margin
<PAGE>
Page 8 of 18 Pages
accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in their margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firms'
credit policies. The Shares which may be held in the margin accounts are pledged
as collateral security for the repayment of debit balances in the respective
accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quantum Partners, OSI, DF and/or the Duquesne
LLC Clients were acquired or disposed of for investment purposes. Neither
Quantum Partners, OSI, DF, the Reporting Persons nor, to the best of their
knowledge, any of the other individuals identified in response to Item 2, has
any plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Mr. Soros, Mr. Druckenmiller and SFM LLC reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose, or cause to be disposed of, such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of SFM LLC, Mr. Soros, Mr. Druckenmiller and/or the SFM
Clients, market conditions or other factors.
Mr. Druckenmiller and Duquesne LLC reserve the right to acquire,
or cause to be acquired, additional securities of the Issuer, to dispose, or
cause to be disposed of, such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of general investment and trading policies
of Mr. Druckenmiller and/or the Duquesne LLC Clients, market conditions or other
factors.
Mr. Soros reserves the right to acquire, or cause to be acquired,
additional securities of the Issuer, to dispose, or cause to be disposed of,
such securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable in
light of general investment and trading policies of Mr. Soros and/or OSI, market
conditions or other factors.
Mr. Druckenmiller reserves the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose, or cause to be
disposed of, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of Mr.
Druckenmiller and/or DF, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) SFM LLC may be deemed the beneficial owner of the
744,000 Shares held for the account of Quantum Partners (approximately 5.19% of
the total number of Shares outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of
1,083,686 Shares (approximately 7.55% of the total number of Shares
outstanding). This number consists of (A) 744,000 Shares held for the account of
Quantum Partners and (B) 339,686 Shares held for the account of OSI.
(iii) Mr. Druckenmiller may be deemed the beneficial owner
of 913,141 Shares (approximately 6.37% of the total number of Shares
<PAGE>
Page 9 of 18 Pages
outstanding). This number consists of (A) 744,000 Shares held for the account of
Quantum Partners, (B) 157,500 Shares held for the accounts of the Duquesne LLC
Clients and (C) 11,641 Shares held for the account of DF.
(iv) Duquesne LLC may be deemed the beneficial owner of the
157,500 Shares held for the accounts of the Duquesne LLC Clients (approximately
1.1% of the total number of Shares outstanding).
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 744,000 Shares held for the account of Quantum Partners.
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 744,000
Shares held for the account of Quantum Partners.
(iii) Mr. Soros, by virtue of the fact that he occasionally
exercises voting and dispositive power over securities held for the account of
OSI, may be deemed to have the sole power to direct the voting and disposition
of the 339,686 Shares held for the account of OSI.
(iv) Mr. Druckenmiller, by virtue of the fact that he
exercises voting and dispositive power over securities held for the account of
DF, may be deemed to have the sole power to direct the voting and disposition of
the 11,641 Shares held for the account of DF.
(v) Pursuant to contracts with the Duquesne LLC Clients,
and as a result of the position held by Mr. Druckenmiller with Duquesne LLC,
each of Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power
to direct the voting and disposition of the 157,500 Shares held for the accounts
of the Duquesne LLC Clients.
(c) Except for the transactions disclosed on Annex C
attached hereto, all of which were executed in routine brokerage transactions in
the over-the-counter market, there have been no transactions effected with
respect to the Shares since July 17, 1997 (60 days prior to the date hereof) by
any of the Reporting Persons, Quantum Partners, OSI, DF or the accounts of the
Duquesne LLC Clients.
(d) (i) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the account of Quantum Partners
in accordance with their ownership interests in Quantum Partners.
(ii) OSI has the sole right to participate in the receipt of
dividends from, and proceeds from the sale of securities, held for its account.
(iii) DF has the sole right to participate in the receipt of
dividends from, and proceeds from the sale of securities, held for its account.
(iv) The Duquesne LLC Clients have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares held
for their accounts.
(e) Not applicable.
<PAGE>
Page 10 of 18 Pages
SFM LLC expressly disclaims beneficial ownership of any Shares
not held for the accounts of the SFM Clients. Mr. Soros expressly disclaims
beneficial ownership of any Shares not held for the accounts of the SFM Clients
and OSI. Mr. Druckenmiller expressly disclaims beneficial ownership of any
Shares not held for the accounts of the SFM Clients, DF and the Duquesne LLC
Clients. Duquesne LLC expressly disclaims beneficial ownership of any Shares not
held for the accounts of the Duquesne LLC Clients.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
From time to time each of the Reporting Persons, Quantum
Partners, other SFM Clients, OSI, DF and/or Duquesne LLC Clients may lend
portfolio securities to brokers, banks or other financial institutions. These
loans typically obligate the borrower to return the securities, or an equal
amount of securities of the same class, to the lender and typically provide that
the borrower is entitled to exercise voting rights and to retain dividends
during the term of the loan. From time to time to the extent permitted by
applicable law, each of such persons or entities may borrow the Shares for the
purpose of effecting, and may effect, short sale transactions, and may purchase
securities for the purpose of closing out short positions in such securities.
Except as set forth herein, the Reporting Persons, Quantum
Partners, other SFM Clients, OSI, DF and/or the Duquesne LLC Clients do not have
any contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C.
Neus.
C. Joint Filing Agreement dated September 15, 1997 by and among SFM
LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC.
<PAGE>
Page 11 of 18 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 15, 1997
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT,L.L.C.
By: /S/ GERALD KERNER
-----------------------------
Gerald Kerner
Managing Director
<PAGE>
Page 12 of 18 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Number of Shares
----------------
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein. . . . . . . . . . . . . . . . . . . . . . . . . . . 13,932
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
John Zwaanstra
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) The consideration used for purchasing the Shares reported above
was the personal funds of the Managing Director who purchased such
Shares.
(b) All of the Shares reported above were acquired for investment
purposes.
(c) The applicable Managing Director (i) holds the Shares reported
above as being held for his own account, (ii) has the sole power to
vote or dispose of such Shares and has the right to receive the
dividends from, or proceeds from the sale of, the Shares, and (iii)
has not effected any transactions in the Shares since July 17, 1997
(60 days prior to the date hereof).
(d) None of the Managing Directors has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 13 of 18 Pages
ANNEX B
The following is a list of all of the persons who serve as
executive officers of Duquesne LLC (other than Stanley F. Druckenmiller):
Michael A. Shay ("Mr. Shay")
Gerald Kerner ("Mr. Kerner")
Mr. Shay is a United States citizen whose principal occupation is
serving as a Managing Director of Duquesne LLC. Mr. Shay's business address is
Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322,
Pittsburgh, Pennsylvania 15241.
Mr. Kerner is a United States citizen whose principal occupation
is serving as a Managing Director of Duquesne LLC. Mr. Kerner's business address
is Duquesne Capital Management, L.L.C., 888 Seventh Avenue, 32nd Floor, New
York, New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
<TABLE>
<CAPTION>
Page 14 of 18 Pages
ANNEX C
RECENT TRANSACTIONS IN THE COMMON STOCK OF
NEOPATH, INC.
Date of Nature of Number of Price
For the Account of Transaction Transaction Shares Per Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Partners/1/ 8/11/97 BUY 44,500 $16.3750
8/12/97 BUY 7,500 $16.3120
8/18/97 BUY 17,500 $15.8570
8/19/97 BUY 5,000 $15.7500
8/20/97 BUY 16,000 $15.8750
8/21/97 BUY 5,000 $15.6870
8/22/97 BUY 12,500 $15.4120
8/25/97 BUY 5,000 $15.3750
8/26/97 BUY 7,500 $15.3120
8/27/97 BUY 7,500 $15.2500
9/3/97 BUY 20,000 $16.5310
9/4/97 BUY 105,000 $16.8750
9/4/97 BUY 15,000 $16.8750
9/5/97 BUY 5,000 $17.5000
9/8/97 BUY 190,000 $16.3750
9/8/97 BUY 75,000 $16.4720
9/9/97 BUY 15,000 $16.0000
9/10/97 BUY 17,500 $15.9640
9/10/97 BUY 5,000 $16.0000
9/10/97 BUY 10,000 $16.0000
9/10/97 BUY 25,000 $16.0000
9/11/97 BUY 15,000 $15.9680
9/11/97 BUY 50,000 $16.0120
9/11/97 BUY 25,000 $16.0000
9/15/97 BUY 43,500 $16.2500
Duquesne LLC 7/31/97 BUY 35,000 $16.75
Clients/2/ 8/6/97 BUY 15,000 $16.375
8/7/97 BUY 10,000 $16.375
- -------------------------
/1/ Transactions effected at the direction of SFM LLC.
/2/ Transactions effected at the direction of Duquesne LLC.
</TABLE>
<PAGE>
Page 15 of 18 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
George Soros in favor of Mr. Sean C. Warren and Mr. Michael C.
Neus............................................................ 16
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr.
Michael C. Neus............................................... 17
C. Joint Filing Agreement dated September 15, 1997 by and among
Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F.
Druckenmiller and Duquesne Capital Management,
L.L.C........................................................... 18
Page 16 of 18 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
----------------------------------
GEORGE SOROS
Page 17 of 18 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
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STANLEY F. DRUCKENMILLER
Page 18 of 18 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Neopath, Inc. dated September 15, 1997 is, and
any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d- 1(f) under the Securities Exchange Act of 1934.
Date: September 15, 1997
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
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Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT,L.L.C.
By: /S/ GERALD KERNER
-----------------------------
Gerald Kerner
Managing Director
