UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
March 6, 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)
[X] Rule 13d-1(c)
[ ] 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 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 14 Pages
Exhibit Index: Page 11
<PAGE>
SCHEDULE 13G
CUSIP No. 640517108 Page 2 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Fund Management LLC
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
5 Sole Voting Power
Number of 799,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 799,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
799,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.56%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 640517108 Page 3 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 339,686
Shares
Beneficially 6 Shared Voting Power
Owned By 799,000
Each
Reporting 7 Sole Dispositive Power
Person 339,686
With
8 Shared Dispositive Power
799,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,138,686
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
7.92%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 640517108 Page 4 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 169,141
Shares
Beneficially 6 Shared Voting Power
Owned By 799,000
Each
Reporting 7 Sole Dispositive Power
Person 169,141
With
8 Shared Dispositive Power
799,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
968,141
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
6.73%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 640517108 Page 5 of 14 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
PENNSYLVANIA
5 Sole Voting Power
Number of 157,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 157,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
157,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.10%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 14 Pages
Item 1(a) Name of Issuer:
Neopath, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
8271-154th Avenue NE, Redmond, WA 98052.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
iv) Duquesne Capital Management, L.L.C., a Pennsylvania
limited liability company ("Duquesne LLC").
This Statement relates to Shares (as defined herein) held for the accounts of
Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners"), the Duquesne LLC Clients (as defined herein), Open Society
Institute, a New York Trust ("OSI") of which Mr. Soros serves as one of several
trustees, and Druckenmiller Foundation, a New York Trust ("DF") of which Mr.
Druckenmiller serves as a trustee. SFM LLC, a Delaware limited liability
company, serves as principal investment manager to Quantum Partners and as such,
has been granted investment discretion over portfolio investments, including the
Shares, held for the account of Quantum Partners. Mr. Soros is the Chairman of
SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a member of the
management committee of SFM LLC. Mr. Druckenmiller also owns a 75% interest in,
and is the sole managing member of, Duquesne LLC, an investment advisory firm
that serves as a discretionary investment advisor to a limited number of
institutional clients (the "Duquesne LLC Clients").
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106.
The address of the principal business office of Duquesne LLC
is 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
<PAGE>
Page 7 of 14 Pages
iii) Mr. Druckenmiller is a United States citizen; and
iv) Duquesne LLC is a Pennsylvania limited liability
company.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
640517108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of March 5, 1998 each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
i) SFM LLC may be deemed to be the beneficial owner
of the 799,000 Shares held for the account of
Quantum Partners.
ii) Mr. Soros may be deemed the beneficial owner of
1,138,686 Shares. This number consists of (A)
799,000 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 968,141 Shares. This number consists of
(A) 799,000 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
Duquesne LLC Clients.
Item 4(b) Percent of Class:
i) The number of Shares of which SFM LLC may be
deemed to be the beneficial owner constitutes
approximately 5.56% of the total number of Shares
outstanding.
ii) The number of Shares of which Mr. Soros may be
deemed to be the beneficial owner constitutes
approximately 7.92% of the total number of Shares
outstanding.
iii) The number of Shares of which Mr. Druckenmiller
may be deemed to be the beneficial owner
constitutes approximately 6.73% of the total
number of Shares outstanding.
<PAGE>
Page 8 of 14 Pages
iv) The number of Shares of which Duquesne LLC may be
deemed to be the beneficial owner constitutes
approximately 1.10% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 799,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 799,000
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 339,686
(ii) Shared power to vote or to direct the vote: 799,000
(iii) Sole power to dispose or to direct the disposition of: 339,686
(iv) Shared power to dispose or to direct the disposition of 799,000
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 169,141
(ii) Shared power to vote or to direct the vote: 799,000
(iii) Sole power to dispose or to direct the disposition of: 169,141
(iv) Shared power to dispose or to direct the disposition of: 799,000
Duquesne LLC
------------
(i) Sole power to vote or to direct the vote: 157,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 157,500
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 9 of 14 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of Quantum Partners, including Quantum
Fund N.V., a Netherlands Antilles company have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held by
Quantum Partners in accordance with their ownership interests in Quantum
Partners.
(ii) 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 account.
(iii)OSI has the sole right to participate in the receipt
of dividends from, and proceeds from the sale of, the Shares, held for its
account.
(iv) DF has the sole right to participate in the receipt of
dividends from, and proceeds from the sale of, the Shares, held for its account.
SFM LLC expressly disclaims beneficial ownership of any Shares
held for the accounts of OSI, DF and the Duquesne LLC Clients. Mr. Soros
expressly disclaims beneficial ownership of any Shares held for the accounts of
DF and the Duquesne LLC Clients. Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares held for the account of OSI. Duquesne LLC
expressly disclaims beneficial ownership of any Shares held for the accounts of
Quantum Partners, OSI and DF. The inclusion of the Shares held for the account
of OSI herein shall not be deemed an admission that Mr. Soros or any of the
Reporting Persons has or may be deemed to have beneficial ownership of such
Shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best
of his/its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 10 of 14 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: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
----------------------------------
Gerald Kerner
Managing Director
<PAGE>
Page 11 of 14 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.............................................. 12
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.............................................. 13
C. Joint Filing Agreement dated March 6, 1998 by and
among Soros Fund Management LLC, Mr. George Soros,
Mr. Stanley F. Druckenmiller and Duquesne Capital
Management, L.L.C................................. 14
Page 12 of 14 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 13 of 14 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
-----------------------------
STANLEY F. DRUCKENMILLER
Page 14 of 14 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G with respect to the Common Stock of Neopath, Inc. dated as of March 6, 1998
is, and any amendments thereto (including amendments on Schedule 13D) 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: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
----------------------------------
Gerald Kerner
Managing Director
