ACCUMED INTERNATIONAL INC, POS AM, 1996-05-24

ACCUMED INTERNATIONAL INC
POS AM, 1996-05-24
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES

Previous: MORTGAGE SECURITIES TRUST CMO SERIES 10, 497, 1996-05-24

Next: PETCO ANIMAL SUPPLIES INC, DEF 14A, 1996-05-24

<PAGE> 1

As filed with the Securities and Exchange Commission on May 22, 1996

SEC Registration No. 33-98902

===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------------------

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

---------------------------------

ACCUMED INTERNATIONAL, INC.

------------------------------------------------
(Exact name of registrant as specified in its charter)

---------------------------------

DELAWARE 36-4054899

- - ---------------------------- ------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

920 N. Franklin Street, Suite 402

Chicago, Illinois 60610
(312) 642-9200

---------------------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

---------------------------------
PETER P. GOMBRICH

Chief Executive Officer

AccuMed International, Inc.

920 N. Franklin Street, Suite 402

Chicago, Illinois 60610
(312) 642-9200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

---------------------------------
Copy to:
GILLES S. ATTIA, ESQ.
Graham & James

400 Capitol Mall, Suite 2400

Sacramento, California 95814
(916) 558-6700
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

If only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed on continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [x]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] _________

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
Title of Amount to be Proposed Proposed Maximum Amount of
Securities to be Registered Maximum Offering Aggregate Registration
Registered Price Per Share(1) Offering Price Fee
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 549,645 shares $1.50 $ 824,468 $ 284
- - -------------------------------------------------------------------------------------------------------------
Common Stock
Underlying Warrants 1,588,056 shares $1.50 $2,382,084 $ 821
=============================================================================================================
Total 2,137,701 shares $1.50 $3,206,552 $1,105(2)
=============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) under the Securities
Act of 1933, as amended, based on $1.59 per share, the average of the
high and low sales prices reported for the Common Stock on October 26,
1995.
(2) Registration fee in the aggregate of $1,105 was previously paid upon
filing the Registration Statement on October 31, 1995.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
PROSPECTUS

2,137,701 Shares

ACCUMED INTERNATIONAL, INC.

Common Stock

This Prospectus relates to 2,137,701 shares (the "Shares") of Common
Stock, par value $0.01 per share, (the "Common Stock") of AccuMed
International, Inc. (formerly Alamar Biosciences, Inc., the "Company" or
"AccuMed") of which 1,588,056 shares (the "Warrant Shares") are underlying
Common Stock Purchase Warrants (the "Warrants"). The Company will not receive
any of the proceeds from any sales of the Shares, but will receive aggregate
gross proceeds of $2,790,301 if all of the Warrants are exercised to acquire
the Warrant Shares for cash at their respective current exercises prices.
Certain Warrants have "cashless exercise" features which, if utilized, will
result in no proceeds to the Company upon exercise. The Registration Statement
of which this Prospectus forms a part was filed pursuant to the terms of the
Warrants and several warrant agreements and registration rights agreements
between the Company and holders of the Warrants and the Shares (the "Selling
Securityholders"). See "Selling Securityholders."

The Shares of Common Stock may be offered and sold from time to time
by the Selling Securityholders through ordinary brokerage transactions in the
over-the-counter market, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at negotiated prices (this
"Offering"). See "Risk Factors," "Selling Securityholders" and "Plan of
Distribution."

The closing price for the Common Stock on May 17, 1996, as reported on
the National Association of Securities Dealers Automated Quotation System
("Nasdaq"), was $ 7.13 per share.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD
BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS".

-----------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

-----------------------

No underwriting commissions or discounts will be paid by the Company
in connection with this Offering. Estimated expenses payable by the Company in
connection with this Offering are approximately $50,000.

-----------------------

This date of this Prospectus is ______________, 1996.

2
<PAGE> 3
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following regional offices: New York Regional Office, 7 World Trade Center,
Room 1400, New York, New York 10048 and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
may also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common
Stock is quoted on the Nasdaq SmallCap Market and reports and other information
regarding the Company may be inspected at the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.

Additional information regarding the Company and the securities
offered hereby is contained in Post-effective Amendment No. 1 to the
Registration Statement on Form S-3 (Registration No. 33-98902) of which this
Prospectus forms a part, and the exhibits thereto filed with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement was filed by Alamar Biosciences, Inc., a California
corporation which was renamed AccuMed International, Inc. and reincorporated in
the State of Delaware effective December 29, 1995. Pursuant to Rule 411 under
the Securities Act, the Company hereby adopts the Registration Statement as its
own for all purposes under the Securities Act. For further information
pertaining to the Company and the securities offered hereby, reference is made
to Post-effective Amendment No. 1 to the Registration Statement and the
exhibits thereto, which may be inspected without charge at, and copies may be
obtained at prescribed fees from, the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549.

The Company furnishes shareholders with annual reports containing
audited financial statements and other periodic reports as the Company may deem
to be appropriate or as required by law or the rules of the National
Association of Securities Dealers, Inc.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents which have heretofore been filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference herein and shall be
deemed to be a part hereof:

(1) The Company's Annual Report on Form 10-KSB for the
year ended September 30, 1995.

(2) The Company's Current Report on Form 8-K filed with
the Commission on January 16, 1996.

(3) The Company's Current Report on Form 8-K filed with
the Commission on January 17, 1996.

(4) The Company's Current Report on Form 8-K filed with
the Commission on January 19, 1996.

(5) The Company's Amendment No. 1 to the Current Report
on Form 8-K/A filed

3
<PAGE> 4

with the Commission on January 24, 1996.

(6) The Company's Transition Report on Form 10-KSB for
the transition period ended December 31, 1995.

(7) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996.

(8) The description of Common Stock contained in the
Company's Registration Statement on Form 8-A filed
with the Commission on September 18, 1992 by which
the Common Stock of the Company was registered under
Section 12 of the Exchange Act, and the description
of the Common Stock incorporated therein by reference
to the Registration Statement on Form S-1 (Regis. No.
33-48302) filed with the Commission on June 3, 1992
and amended on June 25, 1992, July 23, 1992 and
September 10, 1992, under the caption "Description of
Securities" therein.

(9) The description of the Common Stock contained in the
Company's Amendment No. 1 to Registration Statement
on Form 8-A/A filed with the Commission on January 2,
1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of this Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference in this Prospectus (not including
exhibits and other information that is incorporated by reference unless the
exhibits are themselves specifically incorporated by reference). Requests for
such documents should be directed to AccuMed International, Inc., located at
920 N. Franklin Street, Suite 402, Chicago, Illinois 60610, Attn: Mark L.
Santor, Chief Financial Officer, telephone (312) 642-9200.

The following are trademarks of the Company: the "Alamar" logo and
name, READar(TM), PIPETar(TM), alamarBlue(TM), AccuMed, Inc., AccuMed
International, Inc., AccuMap(TM), Sensititre, SensiTouch(R), SensiLink(TM),
Aris(TM), JustOne(TM), MicroBact, Sensi-Cal(TM), Amco AEPA- 1(R) and Diascan.

The Company's address is 920 N. Franklin Street, Suite 402, Chicago,
Illinois 60610, and its telephone number is (312) 642-9200.

4
<PAGE> 5
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS AND IN THE
INFORMATION AND DOCUMENTS INCORPORATED BY REFERENCE HEREIN. THE STATEMENTS THAT
ARE NOT HISTORICAL FACTS OR STATEMENTS OF CURRENT STATUS CONTAINED IN THIS
PROSPECTUS ARE FORWARD-LOOKING STATEMENTS (AS DEFINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995) THAT INVOLVE RISKS AND UNCERTAINTIES, INCLUDING,
BUT NOT LIMITED TO, THE RISKS SET FORTH IN "RISK FACTORS."

THE COMPANY

AccuMed International, Inc. (Nasdaq Symbol: ACMI) (the "Company" or
"AccuMed International") designs, manufactures and markets healthcare
diagnostic and screening products for the clinical laboratory, pharmaceutical
and veterinary segments of the healthcare industry. The Company's products
service both the microbiology and cytopathology segments of the worldwide
laboratory diagnostics market. AccuMed International is headquartered in
Chicago, with manufacturing facilities in Cleveland, Ohio and, through its
wholly-owned subsidiary, the United Kingdom.

BACKGROUND; MERGER WITH ACCUMED, INC. The Company was incorporated in
June 1988 under the name "Alamar Biosciences, Inc." under the laws of the State
of California (the "Former Alamar"). On December 29, 1995, the merger of
AccuMed, Inc., an Illinois corporation, with and into the Company (the
"Merger") was consummated pursuant to an Agreement and Plan of Reorganization
dated as of April 21, 1995 with AccuMed, Inc., as amended (the "Merger
Agreement"). Also effective on such date, the Company was reincorporated under
the laws of the State of Delaware, its name was changed to AccuMed
International, Inc., and the trading symbols for its Common Stock and Warrants
were changed from "ALMR" and "ALMRW" to "ACMI" and "ACMIW," respectively.
Pursuant to the Merger Agreement the Company issued 6,178,104 shares of Common
Stock and options to purchase an aggregate of 1,000,000 shares of Common Stock
to the former holders of AccuMed, Inc. stock and former AccuMed, Inc.
management, respectively. Pursuant to the Merger, the Company acquired its
wholly-owned subsidiary, AccuMed International, Ltd., an English registry
company ("AccuMed UK").

Prior to the Merger, the Company's business consisted of manufacturing
and marketing in vitro (i.e., outside the body) diagnostic testing products for
hospitals and reference laboratories, instruments for the interpretation and
data management of the results of such products, and a non-toxic indicator dye
for the detection of cell growth (such products are referred to collectively as
the "Alamar Product Line"). The Company has also generated revenue from
contract research projects, although no such revenue is being generated
currently. The Company has a limited operating history and limited revenues
from product sales to date.

AccuMed, Inc. was incorporated in February 1994 under the laws of the
State of Illinois. Prior to the Merger, AccuMed, Inc. was in the business of
designing, developing and marketing products for the microbiology and
cytopathology segments of the hospital and laboratory diagnostic market.
AccuMed, Inc.'s strategy had been to seek to acquire companies with products or
designs that reduce or potentially reduce costs and improve or potentially
improve the quality and efficiency of laboratory diagnosis. In February 1995,
AccuMed, Inc. acquired AccuMed UK and its business as well as certain U.S.
assets from Radiometer America, Inc. (the products of AccuMed UK are
collectively referred to as the "Sensititre Product Line"). Until such
acquisition, AccuMed, Inc. had no revenues and operations consisted of a
limited amount of research and development.

5
<PAGE> 6

BUSINESS OF THE COMPANY

AccuMed International is targeting the cytopathology market with its
proprietary automated cell image analysis product line for reading PAP smears
and other cytology materials. The system consists of an interactive
computer-controlled slide handling and data management system and an automatic
cell analysis system which analyzes cells by screening slides for potential
abnormalities. All systems are modular which permits them to be incorporated
into more advanced, fully-automated systems if and when such systems become
available.

AccuMed International's microbiology product line includes a series of
Minimum Inhibitory Concentration ("MIC") and identification ("ID") panels and a
range of automated instruments used to identify infectious organisms and
determine susceptibility to antimicrobial agents. The use of MIC/ID testing by
hospitals and laboratories allows physicians to diagnose the proper treatment
earlier, potentially shortening patient hospital stays.

CYTOPATHOLOGY DIVISION

PAP smear screening is conducted by specially trained and licensed
cytotechnologists who by federal law are permitted to inspect no more than
between 80 to 100 slides a day in search of abnormal cells. The clinical
laboratory services market is currently experiencing a shortage of qualified
cytotechnicians, and an increasing volume of cytologic tests to be processed.
Recognizing the need to provide tools to aid in productivity and quality while
reducing overall costs for this market, AccuMed International has developed an
automated slide handling data management system, and acquired and developed an
automated image cell analysis technology, the AcCell(TM) system.

ACCELL(TM) PRODUCTS. Marketed under the name AcCell(TM), the Company
offers cytopathology products that range from a fully automated slide handling
system to interactive cell analysis systems, all supported by an integrated
data management system. The AcCell(TM) system was initially developed for PAP
smear analysis, however, management believes that the system has a broad range
of cytopathology, pathology and histology applications beyond cervical PAP
smear screening. All systems are modular and allow for migration to more
advanced, fully automated systems.

The AcCell(TM) system accepts conventionally stained slides, reviews
the entire slide and automatically identifies any areas that require human
review. The coordinates of all suspicious areas can be electronically retained
for easy access and reference by the lab technician. Some AcCell(TM) models
are designed to use digital imagery to scan specimen slides. At each
inspection point a digital image is created and analyzed by the AcCell(TM)
system using proprietary software, hardware and image analysis systems.

AUTOMATIC SLIDE HANDLING SYSTEM. The AcCell(TM) products include a
software and data management package designed to be used in conjunction with
laboratory microscopes. As the slides move through the microscope, a
technician can observe the slide through a high resolution color video monitor
or microscope, thus avoiding use of the microscope, which can be strenuous. As
a system or individual component, the auto slide handling device offers
additional capacity,

6
<PAGE> 7

bar coding, digital storage of information, identification and retrieval
capabilities and auto focus capabilities. In addition, the device can assist
the technician in locating the exact location of abnormalities and fits with
all commonly used cytology/pathology laboratory microscopes. The system does
not require FDA approval, and management expects to begin marketing the
Automatic Slide Handling System in the third quarter of 1996.

ACCELL(TM) 3000. The AcCell(TM) 3000 is a series of productivity
enhancement tools to be used for pre-screening conventionally prepared PAP
smear specimens. The purpose of the pre- screening is to detect areas of the
slide that are either vacant or contain clumps of material or blood which
cannot be interpreted by the technician. The resulting computer map produced
by the AcCell(TM) 3000 system is designed to guide the technician to only those
portions of the slide which may contain abnormal cells. A technician can
access this map through a database and follow the map by using the AcCell(TM)
2000 instrument.

Pre-market approval by the FDA is required prior to any sales in the
United States of the AcCell(TM) 3000 system. If such approval is obtained (of
which there can be no assurance), management anticipates that the Company will
hire sales specialists targeting geographical regions in the U.S., as well as
several representatives responsible for education, training and overall
support. The Company anticipates initiating marketing programs with major
laboratories and hospitals, as well as small independent laboratories to
increase sales of various systems. Management expects the Company to initiate
clinical testing in late 1996.

MICROBIOLOGY DIVISION

The Alamar Product Line and the Sensititre Product Line together
provide a range of complementary products to service the susceptibility and
identification segments of the laboratory diagnostic marketplace. These
product lines target both the high and low end volume users within the
laboratory diagnostics market.

SENSITITRE PRODUCT LINE. AccuMed UK with its Sensititre Product Line
is a leader in veterinary and pharmaceutical new drug development
susceptibility and identification testing. AccuMed UK was one of the first
companies to introduce a range of systems for antimicrobic sensitivity testing
utilizing microwell plate technology. The patented process developed by
AccuMed UK has the ability to "dry-down," which secure, antimicrobics in the
well of the microplate without loss of biological activity.

The Sensititre Product Line consists of four principal instruments,
each of which uses compatible technologies, and allows customers to upgrade.
Such products incorporate a range of accessories including substrate strips,
dosing heads, broths, and test plates for both susceptibility and
identification applications.

The Sensititre Product Line's microplate technology is based on
AccuMed UK's patented dry-form 96 well microwell plates. Microwell plates were
developed for susceptibility testing and can be manufactured both to a standard
configuration, and customer specification. These products

7
<PAGE> 8

include gram negative and gram positive auto-identification plates. The
Sensititre Product Line microplates include the following.

JUST ONE STRIP. JustOne,(TM) is a single row of wells that
can be used to test one antibiotic rather than using an entire plate. This
technology was developed in conjunction with pharmaceutical companies to assist
in the marketing and product launching efforts for a new drug.

AUTOREADER. The AutoReader is a computerized, self-contained
single excitation/detection wavelength fluorimeter, designed to rapidly measure
intensity levels of fluorescence from automated microbiology test plates.

ARIS(TM). ARIS(TM) is a totally automated plate handling,
incubating and reading module that offers robotic processing of testing plates.
ARIS(TM) has a capacity of 64 plates, of any type and combination of
MIC/Breakpoint and Autoidentification. For use in larger laboratories,
ARIS(TM) can be expanded by linking multiple units to the single host computer.

SENSITITRE AUTOMATED MICROBIOLOGY SYSTEM ("SAMS"). SAMS is a
sophisticated data management system which provides a wide range of data
tracking and reporting capabilities in connection with the Sensititre MIC/ID
Product line.

ALAMAR PRODUCT LINE. A MIC/ID test panel is a clinical diagnostic
system for the identification of infectious organisms, and the determination of
the organism's susceptibility to antimicrobial agents at a variety of minimum
inhibitory concentrations of antibiotics. The use of MIC/ID testing by
hospitals and laboratories allows physicians to diagnose the proper treatment
earlier, potentially shortening patient hospital stays. Also, by having a
choice of antibiotics, the physician can choose the least expensive and/or the
most compatible antimicrobial treatment for the patient.

The Alamar Product Line's manual MIC/ID testing system is a
proprietary disposable test kit system to diagnose the most effective type and
dosage of antibiotics in cases involving bacterial infection and to identify
the bacterium suspected of causing such infection. The manual MIC/ID testing
systems incorporate the Company's proprietary alamarBlue(TM) technology.
alamarBlue(TM) is a colorimetric interpretation which measures oxidation by
producing a distinctive color change in order to indicate the proliferation of
cells.

SEMI-AUTOMATED READING PRODUCTS. In order to compete in other
segments of the MIC/ID testing products market, the Company has developed a
semi-automated reading instrument ("READar(TM)"), and a related computerized
data management system. READar(TM) is an automated panel reader. READar(TM)'s
fluorescent reading produces highly sensitive, reproducible and accurate
results in less than 20 seconds. The Alamar Product Line MIC/ID testing kits
are designed to be read both manually and by the READar(TM).

The Company supplies its customers with an internally developed
software package and with personal computers purchased "off the shelf" for
purposes of management of the data

8
<PAGE> 9

generated by the READar(TM). No FDA marketing clearance is required to market
the Company's software package in the U.S. The list price of a complete
system, including the READar(TM) and the Company's data management system, is
$30,000.

TURN-KEY LABORATORY SERVICES GROUP. In addition to selling susceptibility/ID
systems, AccuMed International has established a laboratory services group to
provide "turn-key" antibiotic drug development and testing services for major
pharmaceutical manufacturers. The group has contracts with approximately three
pharmaceutical companies.

ALAMARBLUE(TM) LICENSE AGREEMENT WITH BECTON DICKINSON

alamarBlue(TM) is a non-toxic, water-soluble indicator dye which
measures cell growth for in vitro testing. alamarBlue(TM) is a "reagent" (i.e.
a substance used to detect and measure other substances) that is designed to be
used in place of established reagents such as MTT, XTT, or neutral red
reagents. The reagent can be interpreted visually due to the color change, or
even more precisely using an instrument to measure the accompanying fluorescent
response.

On October 11, 1995, the Company entered into a License Agent (the
"License Agreement") with Becton Dickinson & Co., Inc. ("Becton") pursuant to
which the Company granted Becton a semi-exclusive, worldwide license of the
Company's alamarBlue(TM) technology for a specific field of use. Pursuant to
the License Agreement, Becton has been granted rights in and to all of the
Company's alamarBlue(TM) technology and related trade secrets, know-how and
patent rights (the "Licensed Technology"). Such license is exclusive to
Becton; however, the license permits the Company to continue to practice all
rights in the Licensed Technology, subject to certain restrictions on the
Company's ability to engage in significant transactions with substantial
competitors of Becton. The license is limited to certain applications in the
microbiology market. Becton is obligated to pay royalties on net sales of any
product which encompasses or incorporates the Licensed Technology for five
years, subject to certain conditions and restrictions. As of the date of this
Prospectus, a total of $3,500,000 in license fees has been received from Becton
by the Company, of which $500,000 will be creditable against future royalties.

INTELLECTUAL PROPERTY

On March 26, 1996, the U.S. Patent and Trademark Office (the "PTO")
issued to the Company Patent No. 5,501,959 in response to the Company's patent
application entitled "Antibiotic and Cytotoxic Drug Susceptibility Assays Using
Resazurin and Poising Agents" (the "AccuMed Patent"). The patent application
filed by Michael Lancaster in 1989 and assigned to the Company. The AccuMed
Patent provides patent protection for a portion of the Company's technology
when used in conjunction with a "poising" agent used to stabilize the bacterial
susceptibility process. The European Patent office has issued to the Company a
notice of intent to grant a European patent relating to the AccuMed Patent.

As a result of the Merger, the Company has obtained certain licenses on
several U.S. and

9
<PAGE> 10

foreign patents and other intellectual property rights regarding aspects of the
technology embodied in the Sensititre Product Line by virtue of the acquisition
of AccuMed UK as a wholly-owned subsidiary. Between January 1994 and December
1995, AccuMed, Inc., filed or was assigned and aggregate of six U.S. patent
applications which have been acquired by the Company as a result of the Merger.
The products or technologies covered by such patent applications include blood
culture, AcCell(TM) 2000 and AcCell(TM) 3000. The Company has also applied
during 1996 for six additional U.S. patents relating to the optical imaging
technology acquired in the Merger. The Company was advised in March 1996 that
two the applications relating to blood culture have been allowed; management
anticipates that such patents will issue in 1996. There can be no assurance
that the aforementioned patents and licenses will adequately protect the
Company from potential infringers. In addition, since patent applications in
the U.S. are maintained in secrecy until patents issue, and since publications
of discoveries in the scientific or patent literature tend to lag behind actual
discoveries by several months, the Company cannot be certain that it was the
first creator of inventions covered by pending patent applications or that such
companies were the first to file patent applications for such inventions, and
there can be no assurance that patents currently in application will ever be
issued.

On November 14, 1994, the Company filed a civil action in U.S.
District Court for the Eastern District of California (the "Complaint") against
Difco Laboratories, Inc. and Pasco Laboratories, Inc. (collectively, "Difco")
seeking compensatory damages in excess of $25 million, punitive damages, an
injunction against the further use and/or disclosure of the Company's trade
secrets and confidential information, and for a constructive trust to transfer
U.S. Patent No. 5,164,301 (the "301 Patent") to the Company. The Complaint
alleged that Difco and a former employee of Difco were issued the 301 Patent on
November 17, 1992 by misusing proprietary information that Difco personnel
misappropriated from the Company in violation of a June 3, 1988 Confidentiality
and Non-Use Agreement between the Company and Difco (the "Confidentiality
Agreement"). The Company's U.S. patent application was filed in January 1989,
and the Company believes that the application for the 301 Patent issued to
Difco was filed in June 1990. On February 27, 1996, the Company entered into a
Settlement Agreement and Mutual Release (the "Settlement Agreement") in
connection with the Complaint. Pursuant to the Settlement Agreement the
parties have settled the controversies between them raised in the Complaint and
related civil actions and the Complaint and related civil actions were
dismissed by mutual consent and the order of the court on March 11, 1996. The
terms of the Settlement Agreement are confidential and may not be disclosed
publicly, except as required by law or generally accepted accounting
principles, without the mutual agreement of the parties.

On May 2, 1995, the Company received notice that MicroScan, Inc.
("MicroScan"), a wholly-owned subsidiary of Dade International, Inc., filed an
intervention complaint with the court against both the Company and Difco, which
alleged that one of the Company's founders misappropriated confidential
information of MicroScan while an employee of MicroScan prior to co-founding
the Company in 1988, and used such information to develop the Company's
technology. On October 13, 1995, summary judgment was granted in favor of the
Company dismissing the MicroScan intervention complaint with prejudice.
Microscan did not appeal the judgment. On February 23, 1996, the court granted
the Company's motion that Microscan be required to pay the Company's attorneys
fees of approximately $120,000 on the basis that

10
<PAGE> 11

Microscan's intervention complaint was made in bad faith.

Despite settlement of the controversies with Difco and entry of
summary judgment against Microscan, there can be no assurances that the Company
will not become a party to future litigation involving other parties in
connection with its intellectual property rights.

11
<PAGE> 12
THE OFFERING

<TABLE>
<S> <C>
Securities offered . . . . . . 2,137,701 shares of Common Stock offered by the Selling Securityholders.

Common Stock outstanding
after the offering (1) . . . 20,341,290

Use of Proceeds . . . . . . . The Company will not receive any proceeds from the sale of the Common Stock by the Selling
Securityholders. Net proceeds to the Company pursuant to warrant exercises by the Selling
Securityholders, estimated to be approximately $2,790,301 if all the Warrant Shares are
issued pursuant to cash exercises of the Warrants, will be used by the Company for general
corporate purposes, including research and development, sales and marketing, manufacturing
equipment and facilities and working capital. Certain Warrants have cashless exercise
features which, if utilized, will not result in any proceeds to the Company.

Nasdaq Common Stock Symbol . . ACMI
</TABLE>

- - -------------------

(1) Does not include (i) 4,449,867 shares reserved for issuance upon exercise
of outstanding warrants; (ii) 2,057,418 reserved for issuance upon the
exercise of outstanding stock options, or (iii) 190,672 shares reserved
for issuance upon exercise of options available for future grant under
the Company's employee benefit plans.

RISK FACTORS

The statements that are not historical facts or statements of current
status contained in this Prospectus are forward-looking statements (as defined
in the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties, including, but not limited to, the risks set forth in "Risk
Factors." The decision of whether to make an investment in the Common Stock
involves an analysis of certain risks, including but not limited to, the risk
factors set forth in this Prospectus. Each potential investor is urged to
carefully consider the risks inherent in the recently consummated Merger, the
Company's significant and continuing operating losses, the regulatory
environment in which the Company operates, volatility of the Company's stock
price, and the uncertainty of the cost of integration and consolidation of the
recently merged companies. See

12
<PAGE> 13
"Risk Factors."

13
<PAGE> 14
RISK FACTORS

The securities offered hereby involve a high degree of risk,
including, but not necessarily limited to, the risk factors described below.
Each prospective investor should carefully consider the following risk factors
inherent in and affecting the business of the Company and this Offering before
making an investment decision. The statements that are not historical facts or
statements of current status contained in this Prospectus are forward-looking
statements that involve risks and uncertainties including, but not limited to,
the factors set forth below.

POSSIBLE NEED FOR ADDITIONAL FINANCING. The Company anticipates that
it will be required to obtain additional financing during the next 12 months to
successfully carry out its business plan, and there can be no assurances that
such funding will be available. If the Company is unable to raise additional
funding, current resources will be reallocated and appropriate reductions will
be made to the business plan.

Of the approximately $2,400,000 of accounts payable as of March 31,
1996, approximately $1,000,000 represents amounts payable for over 30 days.
Amounts owed to various vendors and suppliers are subject to late charges of
approximately 1.5% per month. In the event the Company is unable to increase
cash resources, significant demand on payables in excess of cash resources
could cause the Company to liquidate assets, issue additional equity
securities, curtail existing programs or make other arrangements that could
have a material adverse effect on the business and prospects of the Company.

Future design, development, testing and FDA submission costs will
continue to be significant with respect to products not currently marketed, and
the Company will also have significant capital requirements associated with
marketing its current products. The Company has been substantially dependent
on the private placements of its debt and equity securities and the proceeds of
its initial public offering of securities consummated in October 1992 (the
"IPO") to fund such requirements. Such private placements and the IPO have
raised approximately $20,483,000 in aggregate gross proceeds. There can be no
assurances that the Company will be able to obtain additional financing, or
that, if available, such additional financing would be on terms acceptable to
the Company.

LIMITED RELEVANT OPERATING HISTORY; SIGNIFICANT OPERATING LOSSES;
ACCUMULATED DEFICIT; UNCERTAINTY OF COSTS OF INTEGRATION AND CONSOLIDATION.
Although the Company was formed in 1988 (as Alamar Biosciences, Inc.), until
early 1994 the Company was engaged primarily in research and development and
prior to the Merger had not realized any significant revenues from product
sales. AccuMed, Inc. was incorporated in February 1994 and in February 1995
acquired AccuMed UK and its business as well as certain U.S. assets from
Radiometer America, Inc. Until such acquisition, AccuMed, Inc. had no revenues
and operations consisted of a limited amount of research and development.
Accordingly, although AccuMed UK had a significant operating history and revenue
from sales, AccuMed, Inc. had very limited operating history prior to the
Merger. Upon consummation of the Merger on December 29, the operations of the
Former Alamar and AccuMed, Inc. were combined and the resulting company began to
manufacture and sell both the Alamar Product Line and the Sensititre Product
Line. According, the combined company resulting from the Merger has a limited
relevant operating history upon which an evaluation of the Company's prospects
can be made. Such prospects must be considered in light of the risks, expenses
and difficulties frequently encountered in the establishment of a new business
in a continually evolving industry characterized by an increasing number of
market entrants and intense competition; the risks, expenses and difficulties
encountered in the shift from development to

14
<PAGE> 15

commercialization of new products based on innovative technology; and the
possible risks and expenses associated with integrating the operations of the
two recently merged companies. To date, the Company has incurred significant
operating losses in each fiscal quarter since its inception. For the years
ended September 30, 1993, 1994 and 1995, and the three months ended December
31, 1995 the Company's operating losses were $3,192,039, $3,146,476, $3,707,391
and $5,662,194, respectively and, at March 31, 1996, the Company had an
accumulated deficit of $25,410,621. Such losses are continuing and are
expected to continue for the foreseeable future and until such time, if ever,
as the Company is able to attain sales levels sufficient to support its
operations. Further, there can be no assurance that the Company will be able
to implement successfully its operating strategy, generate increased revenues
or ever achieve profitable operations.

The costs of integration and consolidation of the recently merged
companies as a single enterprise could prove substantial and the Company may be
required to raise additional funds to cover such costs. There can be no
assurance that the integration and consolidation of the recently merged
companies into a single entity will not face unforseen problems which could
materially increase the cost and delay the timing of such integration and
consolidation.

INDEBTEDNESS. The Company has indebtedness in the currently
outstanding principal amount of $555,000 evidenced by certain promissory notes
held by First Bank and Trust Company of Illinois ("First Bank") which are
payable on the earlier of upon demand by First Bank and April 30, 1996. The
Company attempted to repay in full the amounts owed to First Bank prior to
April 30, 1996, but such payment was rejected due to a dispute regarding fees
payable to First Bank. As of the date of this Prospectus, the Company has not
yet resolved such disputed amounts although negotiations are underway. And,
upon agreement of such disputes, the Company plans to repay the notes. Such
failure to pay constitutes an event of default, however, First Bank has not
sought to enforce available remedies, including foreclosing on the Certificates
of Deposit of the Company in the aggregate amount of $310,000 and other assets
of the Company which are pledged to secure the Company's obligations to First
Bank in order to satisfy the indebtedness. There can be no assurances that
First Bank will forebear from foreclosing prior to repayment, if any.

PROTECTION OF INTELLECTUAL PROPERTY. On March 26, 1996, the U.S.
Patent and Trademark Office issued to the Company Patent No. 5,501,959 in
response to the Company's patent application entitled "Antibiotic and Cytotoxic
Drug Susceptibility Assays Using Resazurin and Poising Agents" (the "AccuMed
Patent"). The patent application filed by Michael Lancaster in 1989 and
assigned to the Company. The AccuMed Patent provides patent protection for a
portion of the Company's technology when used in conjunction with a "poising"
agent used to stabilize the bacterial susceptibility process. The European
Patent office has issued to the Company a notice of intent to grant a European
patent relating to the AccuMed Patent. Despite issuance of the AccuMed Patent
there can be no assurances that the AccuMed Patent will afford the Company
commercially significant protection of the covered technologies.

As a result of the Merger, the Company has obtained certain licenses
on several U.S. and foreign patents and other intellectual property rights
regarding aspects of the technology embodied in the Sensititre Product Line by
virtue of the acquisition of AccuMed UK as a wholly-owned subsidiary. Between
January 1994 and December 1995, AccuMed, Inc., filed or was assigned and
aggregate of six U.S. patent applications which have been acquired by the
Company as a result of the Merger. The products or technologies covered by
such patent applications include blood culture, AcCell(TM) 2000 and AcCell(TM)
3000. The Company has also applied during 1996 for six additional U.S.
patents relating to the optical imaging technology acquired in the Merger.
There can be no assurance that the aforementioned patents and licenses will
adequately protect the Company from potential infringers. In addition, since
patent applications in the

15
<PAGE> 16

U.S. are maintained in secrecy until patents issue, and since publications of
discoveries in the scientific or patent literature tend to lag behind actual
discoveries by several months, the Company cannot be certain that AccuMed, Inc.
or AccuMed UK was the first creator of inventions covered by pending patent
applications or that such companies were the first to file patent applications
for such inventions, and there can be no assurance that patents currently in
application will ever be issued.

The Company may, in the future, file additional patent applications;
however, there can be no assurances that the Company will be successful in
obtaining approval of any future patent applications it files with respect to
its technologies.

The Company also relies for protection of its intellectual property on
trade secret law and nondisclosure and confidentiality agreements with its
employees, consultants, distributors, researchers and advisors. There can be
no assurances that such agreements will provide meaningful protection for the
Company's trade secrets or proprietary know-how in the event of any
unauthorized use or disclosure of such trade secrets or know-how. In addition,
others may obtain access to or independently develop technologies or know-how
similar to that of the Company.

16
<PAGE> 17

The Company's success will also depend on its ability to avoid
infringement of patent or other proprietary rights of others. The Company is
not aware that it is infringing any such rights of a third-party, nor is it
aware of proprietary rights of others for which it will be required to obtain a
license in order to develop its products. However, there can be no assurances
that the Company is not infringing proprietary rights of others, or that the
Company will be able to obtain any technology licenses it may require in the
future.

UNCERTAINTY OF MANUFACTURING. The Company's manufacturing facility in
Sacramento, California, was closed effective August 31, 1995. From July 1,
1995 through consummation of the Merger on December 29, 1995, the Company's
products were manufactured in AccuMed UK's Grinstead, U.K. facility pursuant to
a Manufacturing and Supply Agreement between the Company and AccuMed UK (then a
wholly-owned subsidiary of AccuMed, Inc., which became a wholly-owned
subsidiary of the Company as a result of the Merger). Upon consummation of the
Merger on December 29, 1995, the Company acquired AccuMed UK's manufacturing
facility near London, England. The Company has had no experience operating a
facility in the United Kingdom and the Company's ability to successfully
operate such a facility will depend on it's ability to hire and retain skilled
management, production, engineering and other personnel to operate the
facility. Since consummation of the Merger, the Alamar Product Line and the
Sensititre Product Line are being manufactured at AccuMed UK's United Kingdom
facility acquired as a result of the Merger. While it is expected that
consolidation of AccuMed, Inc's and the Company's manufacturing operations may
result in certain economies of scale, there can be no assurances that the
Company's products will ever be manufactured in a cost-effective manner.

The Company's Cytopathology Division has only recently developed the
AcCell(TM) system that uses certain optical image technology and automated cell
image analysis to analyze slides that contain biological material such as PAP
smears. Sales and marketing of the AcCell(TM) products have not yet begun.
There can be no assurances that the Company will be able to enter into
arrangements that will lead to the cost- effective manufacture of the
AcCell(TM) products. In addition, the READar(TM) instrument and the
PIPETar(TM) instrument are manufactured for the Company by the developers of
such products or by other outside vendors. There can be no assurances that any
of these developers or vendors will be able to manufacture Alamar Product
Line's current and proposed automated reading or related products in a
cost-effective manner.

DELAYED OR UNSUCCESSFUL PRODUCT DEVELOPMENT. The Company's
Cytopathology Division has only recently developed the AcCell(TM) systems which
use certain optical image technology and automated cell image analysis to
analyze slides that contain biological material such as PAP smears. The
AcCell(TM) 3000 system requires pre-market approval from the FDA before sales
may be made in the U.S. The Company anticipates commencing clinical testing of
such product in late 1996 and anticipates submitting to the FDA a Pre-Market
Application (PMA) or 510(k) Notification in the first quarter of 1997. There
can be no assurances that such application will receive the necessary FDA
approval. FDA approval is not required to sell the AcCell(TM) systems outside
the U.S.

The Sensititre Product Line's proposed blood culture products are in
the development stage. There can be no assurances that any of such products
will be fully developed or, if developed, that any of such products will
receive the necessary FDA clearance or approval for marketing. Even if such
clearance or approval is received, there can be no assurances that the proposed
products will be accepted by the market.

GOVERNMENT REGULATION. The Company's products and manufacturing
processes are regulated

17
<PAGE> 18

by state and federal agencies, including the FDA and comparable agencies in
certain states and other countries. United States regulatory requirements
promulgated under the Federal Food, Drug, and Cosmetic Act (the "FD&C Act")
provide that many of the Company's products may not be shipped in interstate
commerce without prior authorization from the FDA. Such authorization is based
on a review of the products' safety and effectiveness for their intended uses.
Medical devices may be authorized by the FDA for marketing either pursuant to a
premarket notification under Section 510(k) of the FD&C Act (a "510(k)
Notification") or a PMA.

The AcCell(TM) 3000 system may not be sold in the United States unless
and until the Company has obtained FDA approval of a PMA submission. A PMA
consists of information sufficient to establish independently that a device is
safe and effective for its intended use. By statute, the FDA is required to
respond to a PMA within 180 days from the date of its submission, however, the
approval process usually takes substantially longer. Management estimates that
the entire process of receiving pre-market approval of the complete system
could take up to two years after submission of initial clinical data which
management estimates will be submitted in early 1997. There can be no
assurances that the Company will receive FDA marketing approval for such
product or, if received, that such approval will not be withdrawn. Marketing
of the AcCell(TM) 3000 system outside of the U.S. does not require FDA
clearance or approval, and marketing of the AcCell(TM) 2000 throughout the
world does not require and FDA submissions or approvals.

The Company's Microbiology Division products for bacterial
identification and susceptibility testing require the submission to the FDA of
certain information prior to marketing to obtain a 510(k) Notification. Among
other things, the Company must show that its products are "substantially
equivalent" in terms of safety and effectiveness to existing products which are
currently permitted to be marketed. The Company is permitted to begin
marketing a product as to which it has submitted a 510(k) Notification at such
time as the FDA issues a written finding of "substantial equivalence." Requests
for additional information may delay the market introduction of certain of the
Company's products and in practice initial approval of products can take
substantially longer than the statutorily prescribed period of 90 days. All of
the Company's current Alamar Product Line products that require FDA clearance
have been cleared for marketing pursuant to 510(k) Notifications. The Alamar
Product Line manual ID/MIC testing kits require the submission to the FDA of a
510(k) Notification with respect to each antibiotic to be tested by the
Company's kits. To date, the Company has submitted 510(k) Notifications, and
obtained findings of "substantial equivalence," for the Gram Negative Test
Kit's testing of 32 out of the approximately 35 antibiotics commonly used to
fight gram negative bacteria and for the Gram Positive Test Kit's testing of 21
out of the approximately 22 antibiotics commonly used to fight gram positive
bacteria. The Company has also received marketing clearance for four separate
510(k) Notifications with respect to the READar(TM) system. The Company
expects to submit applications to add individual antibiotics to the those
previously cleared for the Gram Negative and Gram Positive Test Kits as the
market warrants. However, the Company has experienced significant delays at
the FDA in the recent past, and there can be no assurances that clearances will
continue to be obtained as quickly as in the past or that the FDA will find
"substantial equivalence" for these additional antibiotics.

There can be no assurances that such a delay will not occur or that
any of the Company's proposed future products not currently being marketed will
be cleared or approved by the FDA. Failure to obtain marketing clearance or
approval for proposed future products may have a material adverse effect on the
Company.

In addition, the Company is subject to certain FDA registration,
record-keeping and reporting requirements, is obligated to follow FDA "Good
Manufacturing Practices" ("GMP") regulations and is

18
<PAGE> 19

subject to periodic FDA inspection. The AccuMed UK manufacturing facility used
to manufacture the Company's products meet applicable GMP guidelines and FDA
regulations. There can be no assurances, however, that the facilities used to
manufacture the Company's products will continue to meet GMP guidelines.
Future changes in regulations or enforcement policies could impose more
stringent requirements on the Company, compliance with which could adversely
affect the Company's business. In connection with the Merger the required
Notice of the relocation of manufacturing of the Alamar Product Line from
Sacramento, California to East Grinstead, England has been provided to the FDA.

TECHNOLOGICAL CHANGE AND COMPETITION. The Company's AcCell(TM)
systems, if marketed abroad and if approved by the FDA and marketed in the U.S.
(of which there can be no assurances), face competition from companies that are
developing competing systems. The Company believes that other companies
developing automated cytology products may possess greater development
resources than the Company. The Company is currently aware of five companies
that have systems in various stages of development for automated PAP smear
screening. To date, management believes that none of these companies has
received FDA approval for such products. Most of such companies are developing
fully automated systems which are intended to eliminate or reduce the need for
cytotechnicians who interpret smears visually. Such systems require stringent
FDA testing.

The market for the Company's microbiology products is highly
competitive, and the Company competes with numerous well-established foreign
and domestic companies, most of which possess substantially greater financial,
technical, marketing, personnel and other resources than the Company and have
established reputations for success in the development, sale and service of
manual and/or automated in vitro diagnostic testing products. A significant
portion of the ID/MIC testing market in the United States is controlled by two
companies, Microscan and bioMerieux Vitek. These companies market a broad
range of medically related products and have resources far greater than those
of the Company. In addition, the Company is aware of several potential
competitors with similar competitive advantages in markets that the Company
intends to enter in the future. There can be no assurances that other
technologies or products which are functionally similar to those of the Company
are not currently available or under development, or that other companies with
expertise and resources that would encourage them to attempt to develop and
market competitive products will not develop new products directly competitive
with the Company's products. In addition, the medical diagnostic products
market is characterized by changing technology and evolving industry standards
sometimes resulting in product obsolescence or short product life cycles.
Accordingly, the ability of the Company to compete over the long-term will be
dependent on the Company's ability to introduce its products to the marketplace
in a timely manner and maintain a technically competent research and
development staff which can continually enhance and improve such products and
successfully develop and market new products. There can be no assurances that
the Company will be able to keep pace with technological developments or that
its products will not become obsolete.

DEPENDENCE ON KEY EMPLOYEES. The Company believes that its success
will depend to a significant extent upon the efforts and abilities of a small
group of executive, scientific and marketing personnel, in particular Peter P.
Gombrich the Company's Chief Executive Officer and Chairman of the Board. The
loss of the services of one or more of these key personnel could have a
material adverse effect on the Company. In addition, the Company's future
success will depend upon its ability to continue to attract and retain
qualified scientific and management personnel who are in great demand. There
can be no assurances that the Company will be successful in attracting and
retaining such personnel.

POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Company's
securities may be highly volatile as there have been periods of extreme
fluctuation in the stock market that, in many cases, were unrelated to the
operating performance of, or announcements concerning, the issuers of the
affected

19
<PAGE> 20

securities. Securities of issuers, such as the Company, having relatively
limited capitalization and securities that are thinly-traded are particularly
susceptible to change based on short-term trading strategies of certain
investors.

LACK OF DIVIDENDS. The Company has never paid cash or other dividends
on its Common Stock and does not intend to pay cash or other dividends in the
foreseeable future.

AUTHORIZATION AND ISSUANCE OF PREFERRED STOCK. The Company's
Certificate of Incorporation authorize the issuance of preferred stock with
such designation, rights and preferences as may be determined from time to time
by the Board of Directors. Accordingly, the Board of Directors is empowered,
without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect
the voting power or other rights of the holders of the Company's Common Stock.
Although the Company does not currently intend to issue any shares of its
preferred stock, in the event of issuance, such shares could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control of the Company. There can be no assurances that the Company
will not, under certain circumstances, issue shares of its preferred stock.

OUTSTANDING WARRANTS. As of the date of this Prospectus, there are
outstanding immediately exercisable Warrants to purchase 6,041,260 shares of
Common Stock at exercise prices ranging from $0.25 to $ 5.00 per share. To the
extent that any such warrants are exercised, dilution in the ownership
interests of the Company's shareholders may occur.

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS. As of the date
of this Prospectus there are 18,913,234 shares of Common Stock outstanding. Of
these, 1,571,123 shares of Common Stock included in the IPO and subsequent
registration statements are freely tradeable without restriction or requirement
of further registration under the Securities Act, unless such shares are held
by "affiliates" of the Company (as that term is defined in the Securities Act
and the regulations promulgated thereunder) and subject, in certain instances,
to the prospectus delivery requirements under the Securities Act. The balance
of the shares were sold by the Company in reliance on exemptions from the
registration requirements of the Securities Act. Of such shares, approximately
1,273,000 shares are currently eligible for immediate sale in the public
market, approximately 3,892,000 shares may be sold into the market upon
compliance with Regulation S and the balance will become eligible at various
times in the future. In addition the Company has granted certain demand and/or
piggyback registration rights relating to a substantial portion of the
restricted shares and a substantial number of shares of Common Stock underlying
warrants issued by the Company. Any future exercise of such registration
rights and sale of such securities will result in dilution in the interest of
the Company's then existing shareholders.

No prediction can be made as to the effect, if any, that future sales
of additional shares of Common Stock or the availability of such shares for
sale either pursuant to exercised registration rights or under Rule 144 or
other applicable exemptions under the Securities Act will have on the market
price of the Common Stock prevailing from time to time. Nevertheless, the
possibility that substantial amounts of Common Stock may be sold in the public
market may adversely affect prevailing market prices for the Common Stock and
could impair the ability of the Company to raise capital through the sale of
its equity securities.

CONTROL OF THE BOARD OF DIRECTORS. As a result of the Merger, the
Company's Board of Directors consists of Mr. Peter P. Gombrich, two individuals
selected by AccuMed, Inc. (Messrs. Joseph Plandowski and Paul Lavallee), three
individuals selected by Commonwealth Associates (a principal holder of the
Company's warrants and the underwriter and placement agent in several offerings
of the Company's

20
<PAGE> 21

securities), and American Equities Overseas, Inc. (which represents several
principal shareholders of the Company) (Messrs. Jack Halperin, Leonard Schiller
and Richard Corbin) and one individual selected by mutual consent of the other
nominees (Dr. John H. Abeles). The Company's directors, executive officers and
their affiliates own approximately 20.7 % of the outstanding shares of Common
Stock. Such persons are thus able to exert significant influence over the
affairs of the Company.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares
of Common Stock by the Selling Securityholders. If the holders exercise the
Warrants for cash to acquire all the Warrant Shares, the Company will receive
aggregate gross proceeds of $2,790,301 at the respective current exercise
prices which will be used as unallocated working capital. Certain of the
Warrants have cashless exercise features which, if utilized, will result in no
proceeds to the Company upon exercise of such Warrants. The Company has agreed
to pay certain expenses in connection with this Offering, currently estimated
to be approximately $50,000.

21
<PAGE> 22

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial
statements give effect of the Merger of Alamar and AccuMed and the purchase of
certain assets and the assumption of certain liabilities from Sensititre US and
Sensititre UK by AccuMed on a purchase basis.

The unaudited pro forma condensed combined statements of operations
for the year ended September 30, 1995 and the three months ended December 31,
1995 assume that the Merger with AccuMed and the purchase of Sensititre US and
Sensititre UK occurred on October 1, 1994.

The pro forma adjustments are based on preliminary assumptions of the
allocation of the purchase price and are subject to substantial revision once
evaluation of the fair value of the assets and liabilities of AccuMed are
completed. Actual purchase accounting adjustments may differ from the pro
forma adjustments presented herein.

THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS ARE
NOT NECESSARILY INDICATIVE OF THE RESULTS THAT ACTUALLY WOULD HAVE OCCURRED IF
THE MERGERS HAD BEEN COMPLETED ON THE ASSUMED DATES NOR ARE THE STATEMENTS
INDICATIVE OF FUTURE COMBINED FINANCIAL POSITION OR EARNING.

The pro forma condensed financial statements should be read in
conjunction with the financial statements of Alamar for the fiscal year ended
September 30, 1995 and the financial statements for the transition period ended
December 31, 1995.

22
<PAGE> 23
ACCUMED INTERNATIONAL, INC
(formerly ALAMAR BIOSCIENCES, INC. AND SUBSIDIARIES)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1995

<TABLE>
<CAPTION>
Historical Historical
------------- -----------------------------------------------
Alamar AccuMed Sensititre US Sensititre UK
year ended
September 30,
1995

(1) (2) (2)
------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Revenues $ 514,776 $ 2,609,233 $ 409,360 $ 639,561
Cost of revenues (1,431,187) (1,510,143) (247,860) (457,056)
------------- ------------- ------------- -------------
(916,411) 1,099,090 161,500 182,505
------------- ------------- ------------- -------------
Operating Expenses
General and Administration 2,094,890 1,040,083 208,420 74,589
Research and Development 386,882 453,277 0 88,872
Sales and Marketing 309,208 1,187,177 0 0
------------- ------------- ------------- -------------
Total operating expenses 2,790,980 2,680,537 208,420 163,461
------------- ------------- ------------- -------------
Income (Loss) from operations (3,707,391) (1,581,447) (46,920) 19,044

Interest income 7,949 12,930 0 0
Interest (expense) (46,657) (40,201) 0 0
Other income 32,566 1,308 0 0
Other (expense) (45,777) 0 0 0
------------- ------------- ------------- -------------
Earnings (Loss) before income taxes (3,759,310) (1,607,410) (46,920) 19,044

Provision for income taxes 800 0 0 0
------------- ------------- ------------- -------------
Net income (loss) $ (3,760,110) $ (1,607,410) $ (46,920) $ 19,044
============= ============= ============= =============

Net loss per common and
common equivalent share $ (0.59) $ (0.92)
============= =============

Weighted average shares outstanding 6,375,627 1,748,940
============= =============

<CAPTION>
Pro Forma Pro Forma
------------------------------ -----------------------------
AccuMed AccuMed Alamar/ Alamar
Sensitive as adjusted, for AccuMed as adjusted, for
Adjustments the year ended Adjustments the year ended
September 30, September 30,
1995 1995
(3) (4)
------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Revenues $ (193,000)(A) $ 3,485,154 $ 0 $ 3,979,930
Cost of revenues 109,000 (B) (2,108,059) 0 (3,537,246)
------------- ------------- ------------- -------------
(84,000) 1,359,095 0 442,684
------------- ------------- ------------- -------------
Operating Expenses
General and Administration 100,000 (C) 1,423,092 284,570 (E) 3,602,552
Research and Development 0 542,149 0 929,031
Sales and Marketing 0 1,187,177 0 1,496,385
------------- ------------- ------------- -------------
Total operating expenses 100,000 3,152,418 284,570 8,227,968
------------- ------------- ------------- -------------
Income (Loss) from operations (184,000) (1,793,323) (284,570) (5,785,284)

Interest income 0 12,930 0 20,679
Interest (expense) (35,475)(D) (75,676) 0 (122,333)
Other income 0 1,308 0 33,874
Other (expense) 0 0 0 (45,777)
------------- ------------- ------------- -------------
Earnings (Loss) before income taxes (219,475) (1,854,761) (284,570) (5,898,841)

Provision for income taxes 0 0 0 800
------------- ------------- ------------- -------------
Net income (loss) $ (219,475) $ (1,854,781) $ (284,570) $ (5,899,441)
============= ============= ============= =============

Net loss per common and
common equivalent share $ (1.06) $ (0.60)
============= =============

Weighted average shares outstanding 1,748,940 9,831,582
============= =============

</TABLE>

(1) includes the twelve months and nine months ended September 30, 1995 for
AccuMed and Sensititre US/UK, respectively
(2) includes the three months ended December 31, 1994, before the acquisitions
by AccuMed.
(3) AccuMed Consolidated includes AccuMed, Sensititre US, and Sensititre UK,
Ltd. after purchase accounting adjustments
(4) Alamar Consolidated includes Alamar Biosciences Inc., and AccuMed
Consolidated after purchase accounting adjustments. Weighted average
shares outstanding are 9,831,682 which represents 6,375,637 shares for
Alamar before the merger plus the weighted average (3,456,055) of the
4,178,104 shares (6,178,104 shares per the merger agreement less
2,000,000 shares issued but subject to forfeiture) to be issued in
connection with the AccuMed merger. The weighted average shares
outstanding for AccuMed gives effect to the shares issued by AccuMed
during the year ended September 30,1995 using the exchange ratio of
1.98 to 1. The total shares outstanding at September 30, 1995 are
15,107,443 (10,929,339 shares of Alamar and 4,178,104 shares issued to
AccuMed) which does not include the 2,000,000 shares issued but
subject to forfeiture.

23
<PAGE> 24
ALAMAR BIOSCIENCES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1995

ALAMAR BIOSCIENCES, INC., AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS

SEPTEMBER 30, 1995
(UNAUDITED)

(A) To eliminate intercompany sales from Sensititre UK to Sensititre US.

(B) To eliminate intercompany profit from the cost of product sold from
Sensititre UK to Sensititre US.

(C) To reduce amortization expense ($20,000) for the amortization of the
purchase price of AccuMed, Inc. in excess of the fair market value of
acquired assets, less assumed liabilities, and transaction costs
incurred with the Merger of AccuMed, Inc. amortized over a 10 year
life, and to adjust amortization expense for Sensititre US and
Sensititre UK.

Adjustment to reflect a reasonable estimation ($120,000) of corporate
overhead costs for the three months ended December 31, 1994 carve out
period for Sensititre U.S. The estimate is based on a percentage of
total sales of Radiometer America, Inc., (of which Sensititre U.S. was
a division) to the Sensititre US product line.

(D) To adjust interest expense for $35,475, assuming that the $430,000
loan to finance the Sensititre acquisition occurred on October 1,
1994.

(E) To adjust amortization expense for the amortization of the purchase
price of AccuMed, Inc. in excess of the fair market value of acquired
assets, less assumed liabilities, and transaction costs incurred with
the Merger of AccuMed, Inc. amortized over a 10 year life, and to
adjust amortization expense for Sensititre US and Sensititre UK.

24
<PAGE> 25
ACCUMED INTERNATIONAL, INC.
(FORMERLY ALAMAR BIOSCIENCES, INC. AND SUBSIDIARIES)
PRO-FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
Historical Pro-forma Pro-forma Pro-forma
-------------- ------------ ----------- -----------
AccuMed
International, AccuMed Inc. Pro-Forma
Inc. (Acquiree) Adjustments Consolidated
-------------- ------------ ----------- ------------
(audited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Revenues $100,130 $1,009,376 ($73,005) (A) $1,036,501
Cost of Revenues (338,730) (830,497) 71,892 (B) (1,097,335)
----------- ----------- -------- ----------
(238,600) 178,879 (1,113) (60,834)

Operating Expenses
General and Administration 1,418,797 758,066 0 2,176,863
Research and Development 3,997,600 338,178 0 4,335,778
Sales & Marketing 7,197 289,360 0 296,557
----------- ----------- -------- ----------
Total Operating Expenses 5,423,594 1,385,604 0 6,809,198
----------- ----------- -------- ----------
Income (Loss) from operations (5,662,194) (1,206,725) (1,113) (6,870,032)

Interest Income 4,748 0 0 4,748
Interest (expense) (10,862) (1,948) 0 (12,810)
Other (72,929) 0 0 (72,929)
----------- ----------- -------- ----------

Loss before income taxes (5,741,237) (1,208,673) (1,113) (6,951,023)

Provision for income taxes 800 0 0 800
----------- ----------- -------- ----------

Net loss ($5,742,037) ($1,208,673) ($1,113) ($6,951,823)
=========== =========== ======== ==========

Net loss per common share ($0.49) ($0.10) ($0.00) ($0.59)

Weighted average shares outstanding 11,742,980 11,742,980 11,742,980 11,742,980
</TABLE>

25
<PAGE> 26
ACCUMED INTERNATIONAL, INC. (FORMERLY ALAMAR BIOSCIENCES, INC.)
AND SUBSIDIARIES PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1995

ACCUMED INTERNATIONAL, INC., AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS

DECEMBER 31, 1995
(UNAUDITED)

(A) To eliminate intercompany sales from AccuMed International Limited
(UK) to AccuMed Inc. (US)

(B) To eliminate intercompany profit from the cost of product sold from
AccuMed International Limited (UK) to AccuMed Inc. (US)

26
<PAGE> 27

RECENT DEVELOPMENTS

PROPOSED ACQUISITION OF ACCURON CORPORATION. The Company and
Accuron Corporation, and Ohio corporation ("Accuron"), have agreed to the
purchase by the Company of all assets of Accuron in consideration for the
issuance of 100,000 shares of the Company's Common Stock. The assets to be
acquired consist largely of U.S. and foreign patents in the areas of image
analysis and automated cytology. The Company will not assume any liabilities
of Accuron. Management anticipates that the transaction will be consummated
during the second quarter of 1996. Such shares will have certain so-called
"piggyback" registration rights.

PRIVATE PLACEMENT OF SECURITIES. On May 23, 1996, the Board
of Directors approved the terms of two proposed private placements of Common
Stock of the Company. The Company has entered into an oral agreement with an
institutional shareholder for the purchase by such shareholder of 166,667
shares of Common Stock at a purchase price of $6.00 per share for aggregate
consideration of $1,000,000. Management anticipates that such transaction will
be consummated by May 31, 1996. American Equities Overseas, Inc. has made an
oral agreement with the Company to serve as placement agent on a best efforts
basis in the proposed private placement to non-U.S. persons of approximately
83,333 shares of Common Stock at $6.00 per share for aggregate consideration of
$500,000. Management anticipates that such transaction will be consummated by
June 7, 1996.

POSSIBLE REDEMPTION OF WARRANTS. The Company issued an
aggregate of 2,702,905 Common Stock Purchase Warrants (the "Redeemable
Warrants") in its initial public offering in 1992 and in private placements in
1993 [INCLUDING THE 574,905 WARRANTS OFFERED FOR SALE HEREBY BY THE SELLING
SECURITYHOLDERS -- THIS GOES IN THE SB-2 ONLY]. The Company is entitled to
redeem the Redeembale Warrants upon 60 days prior written notice to the
warrantholders given at least 3 days after the closing sales price of the
Common Stock has exceeded $7.50 per share for a minimum of 20 consecutive
trading days. The Common Stock first closed trading above $7.50 per share on
May 22, 1996. If the Common Stock continues to close above $7.50 per share for
20 consecutive trading days, the Company intends to give notice of redemption
of the Redeemable Warrants. The redemption price is $0.25 per Redeemable
Warrant. The exercise price of the Redeemable Warrants is $5.00 per share.
Therefore, if the Common Stock continues to trade above $5.25 per share during
the period after notice and prior to the redemption date, management
anticipates that holders of Redeemable Warrants will elect to exercise their
Redeemable Warrants prior to the redemption date. If all the Redeemable
Warrants were exercised the Company would receive proceeds of approximately
$13,500,000.

FORWARD LOOKING STATEMENTS

The statements that are not historical facts in this
Prospectus are "forward looking statements" and as such involve risks and
uncertainties including, but not limited to, the risks and uncertainties set
forth under the caption "Risk Factors" elsewhere in this Prospectus. Such
statements include the following specific statements":

Page 6, paragraph 4, sentence 2; page 7, paragraph 3,
last sentence, and paragraph 3, sentences 2 and 3; page
10, paragraph 1, sentence 4; page 16, paragraph 2; page 17,
paragraph 2, last sentence and paragraph 4, sentence 3; page
18, paragraph 2, sentence 4 and paragraph 3, sentence 9;
and "Recent Developments."

The above-referenced statements contained in this Prospectus
are forward looking statements that involve a number of risks and
uncertainties. In addition to the factors referenced above, among the other
factors that could cause actual results to differ materially are the following:
business conditions and growth in the health care diagnostic industry and
general economy; competitive factors, such as rival manufacturers and products,
and price pressures; inventory risks due to shifts in market demand; changes in
product mix; difficulties encountered in the shift from development to
commercialization of new products based on innovative technology; possible
risks and costs associated with combining the operations of the Former Alamar,
AccuMed UK and AccuMed, Inc. as a result of the Merger; and the risk factors
listed from time to time in the Company's Securities and Exchange Commission
reports and under the caption "Risk Factors" in this Prospectus.

27
<PAGE> 28
PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded in the over-the-counter market
and quoted on Nasdaq under the symbol "ACMI." The table below sets forth the
range of high and low closing prices for the Common Stock as reported on Nasdaq
in each completed quarter during the Company's two most recently completed
fiscal years, the Transition Period, each completed quarter during the current
fiscal year and a portion of the current quarter.

<TABLE>
<CAPTION>
COMMON STOCK
High Low
---- ---
<S> <C> <C>
1994 Fiscal Year
First Quarter . . . . . . . . . . . . . . . . . . . . . $4.13 $2.13
Second Quarter . . . . . . . . . . . . . . . . . . . 3.00 1.75
Third Quarter . . . . . . . . . . . . . . . . . . . 2.75 1.00
Fourth Quarter . . . . . . . . . . . . . . . . . . . 2.63 1.25

1995 Fiscal Year
First Quarter . . . . . . . . . . . . . . . . . . . 1.75 0.31
Second Quarter . . . . . . . . . . . . . . . . . . . 1.75 0.50
Third Quarter . . . . . . . . . . . . . . . . . . . 1.50 0.81
Fourth Quarter . . . . . . . . . . . . . . . . . . . 1.50 0.75

Transition Period (1)
Oct. 1, 1995 through December 31, 1995 . . . . . . . . . 1.69 1.00

1996 Fiscal Year (1)
First Quarter . . . . . . . . . . . . . . . . . . . 6.25 1.06
Second Quarter (through May 14, 1996) . . . . . . . . . . 7.13 4.88
</TABLE>

- - ----------------------------

(1) On December 31, 1995, the Company changed its fiscal year from October 1
through September 30 to January 1 through December 31. Therefore, the
"Transition Period" includes October 1, 1995 through December 31, 1995.

On May 17, 1996 the closing price of the Common Stock as reported by
Nasdaq was $7.13 per share. At May 17, 1996, the Company had approximately 225
shareholders of record and estimates that it had approximately 560 beneficial
owners.

28
<PAGE> 29
SELLING SECURITYHOLDERS

The following table sets forth information as of May 17, 1996 (the
"Reference Date") with respect to the beneficial ownership of shares of Common
Stock by each of the Selling Securityholders. At the Reference Date there were
18,913,234 shares of Common Stock outstanding.

<TABLE>
<CAPTION>
Name and Address of Shares Beneficially Shares to Shares Beneficially
Beneficial Owner Owned Prior to Offering(1) be Sold in Owned After Offering(1)
---------------- ----------- Offering --------
----------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Commonwealth Associates(2)(10) 1,743,065 9.22% 451,193 1,291,872(2) 5.84%

Northwood Ventures(3) 394,184 2.08 188,216 205,968 *

Graham & James LLP(4) 380,000 2.01 380,000 -0- -0-

Sclavo Diagnostics, Srl.(5) 366,667 1.94 200,000 166,667(5) *

G & G Dispensing, Inc.(6) 320,000 1.69 204,000 116,000(6) *

Michael Falk(7) 330,408(7) 1.75 268,275(7) 62,133 *

John Robinson(8) 108,742(9) * 108,742(9) -0- -0-

American Equities Overseas, Inc.(9) 100,000(8) * 100,000(8) -0- -0-

Anne Falk(10) 100,000 * 100,000(10) -0- -0-

Kerry Dukes(11) 17,500 * 17,500 -0- -0-

Pro Group, Inc.(12) 16,000 * 16,000 -0- -0-

Vincent LaBarbara(10) 10,696 * 10,696(10) -0- -0-

Cathy Ross(10) 10,000 * 10,000(10) -0- -0-

Edmund Shea(10) 5,359 * 5,359(10) -0- -0-

Robert O'Sullivan(10) 5,174 * 5,174(10) -0- -0-

Daniel Packer(10) 3,530 * 3,530(10) -0- -0-

Robert Tucker(10) 3,530 * 3,530(10) -0- -0-

The Leslie Group(10) 3,530 * 3,530(10) -0- -0-

Beth Lipman(13) 2,500 * 2,500 -0- -0-

Vincent Ricciardi(10) 2,337 * 2,337(10) -0- -0-

Bani A. Scuitto(10) 1,988 * 1,988(10) -0- -0-

Marc Siegel(10) 1,988 * 1,988(10) -0- -0-

Craig Schmell(10) 1,492 * 1,492(10) -0- -0-

Brian Greenstein(10) 597 * 597(10) -0- -0-

Eric Rand(10) 597 * 597(10) -0- -0-

Marco Guidiee(10) 397 * 397(10) -0- -0-

Murray Segal(10) 298 * 298(10) -0- -0-

Steven LaBarbara(10) 99 * 99(10) -0- -0-
</TABLE>

- - -------------------
* Represents less than 1%.

29
<PAGE> 30

(1) Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all
shares of Common Stock listed as beneficially owned by them. A person is
deemed to be the beneficial holder of securities that can be acquired by
such person within 60 days from the Reference Date upon the exercise of
warrants or options. Each beneficial owner's percentage ownership is
determined by including shares underlying options or warrants which are
exercisable by such person currently or within 60 days following the
Reference Date, and excluding shares underlying options and warrants held
by any other person. The percentage of shares owned after the Offering
is calculated assuming that 20,501,290 shares of Common Stock will be
outstanding, which includes the 18,913,234 shares of Common Stock will be
outstanding on the Reference Date and an additional 1,588,056 Warrant
Shares underlying the Warrants which would have to be exercised in order
to sell the Warrant Shares.

(2) The number of shares owned prior to the Offering includes 1,674,365
shares underlying warrants, and the number of shares owned after the
Offering includes 977,800 shares underlying warrants (including
750,000 shares underlying a warrant issued on December 29, 1995, after
commencement of this Offering), each such warrant is exercisable
currently or within 60 days of the Reference Date. Excludes securities
held in Commonwealth Associates trading account. Certain of the Warrants
to purchase shares are held in the name of Commonwealth Associates for
the account of its equity owners, certain of its employees and certain
officers and/or directors of its corporate general partner. Commonwealth
Associates has acted as underwriter and placement agent in sales of the
Company's securities for which it has received commissions in the form of
cash and securities. See "Certain Transactions."

(3) The number of shares prior to the Offering includes 230,716 shares
underlying warrants, and the number of shares after the Offering includes
42,500 shares underlying warrants, that are exercisable currently or
within 60 days of the Reference Date.

(4) Includes 140,000 shares of Common Stock underlying Warrants that are
currently exercisable or which will be exercisable within 60 days
following the Reference Date. Graham & James LLP is legal counsel to the
Company. See "Legal Matters."

(5) Includes 166,667 shares underlying a Warrant that is currently
exercisable. Sclavo Diagnostics is a manufacturer and distributor of the
Company's products and is under contract to develop products for the
Company.

(6) Includes 175,000 shares underlying a Warrant that is currently
exercisable and 116,000 held in escrow which are subject to forfeiture.
G&G Dispensing is under contract with the Company to develop products.

(7) Includes 330,408 shares underlying currently exercisable Warrants.
Includes 268,275 Shares underlying Warrants transferred to Mr. Falk by
Commonwealth Associates; such Warrants were issued to Commonwealth
Associates as compensation for its services as placement agent in
connection with private placements of the Company's securities. Mr. Falk
is currently a control person of the corporate general partner of
Commonwealth Associates and may be deemed to be beneficial owner of the
Warrants held by Commonwealth Associates. Commonwealth Associates
disclaims beneficial ownership of the Warrants held by Mr. Falk.

(8) Includes 28,097 Shares of Common Stock underlying currently exercisable
Warrants transferred to Mr. Robinson by Commonwealth Associates. Mr.
Robinson is currently or was formally associated with Commonwealth
Associates. The Warrants were issued to Commonwealth Associates as
compensation for its services as placement agent in connection with
private placements of the

30
<PAGE> 31

Company's securities. Commonwealth Associates disclaims beneficial
ownership of the Warrants and the underlying Warrant Shares held by Mr.
Robinson. See "Certain Transactions."

(9) Includes 100,000 shares underlying a Warrant that is currently
exercisable. American Equities Overseas, Inc. has served as a placement
agent in the sale of the Company's securities for which it has received
commissions in the forms of cash and securities. See "Certain
Transactions."

(10) Shares listed as being offered in this Offering by the Selling
Securityholder underlying currently exercisable Warrants transferred to
the Selling Securityholder by Commonwealth Associates. The Selling
Securityholder is currently or was formally associated with Commonwealth
Associates. Commonwealth Associates disclaims beneficial ownership of
such Warrants and the underlying Warrant Shares. Such Warrants were
issued to Commonwealth Associates as compensation for its services as
placement agent in connection with private placement of the Company's
securities. See "Certain Transactions."

(11) Includes 17,500 shares underlying currently exercisable Warrants. Mr.
Dukes was originally issued such Warrants as a designee of Commonwealth
Associates; however, Mr. Dukes is not currently associated with
Commonwealth Associates or any of its partners.

(12) The Company issued such shares to Pro Group, Inc. in lieu of accounts
payable owed them by the Company for equipment purchased.

(13) Includes 2,500 shares underlying currently exercisable Warrants. Ms.
Lipman is an employee but not a control person of the corporate general
partner of Commonwealth Associates. Commonwealth Associates disclaims
beneficial ownership of the Warrants held by Ms. Lipman.

The Company has agreed to indemnify certain of the Selling
Securityholders and the Selling Securityholders have agreed to indemnify the
Company against certain civil liabilities, including liabilities under the
Securities Act.

Except as noted in the footnotes above and under the caption "Certain
Transactions" below, none of the Selling Securityholders has held any office or
maintained any material relationship with the Company during the past three
years.

CERTAIN TRANSACTIONS

Pursuant to a letter agreement dated as of February 14, 1995 among the
Company, AccuMed, Inc. and Commonwealth Associates (the "Commonwealth
Agreement"), Commonwealth Associates was paid a fee for acting as a "finder" in
connection with the Merger. The fee was paid as follows: (i) $50,000 in cash
was paid by the Company on or before May 1, 1995; (ii) upon consummation of the
Merger, the Company issued 444,444 shares of Common Stock to Commonwealth
Associates; and (iii) on consummation of the Merger, the Company issued to
Commonwealth Associates a five-year warrant to purchase up to 750,000 shares of
Common Stock of the Company at an exercise price of $1.25 per share.

In addition, Commonwealth Associates acted as placement agent for the
Company in the sale of 5,648,400 shares of Common Stock in the unregistered
financings completed May 9, 1995, August 18, 1995 and August 22, 1995.
Pursuant to placement agency agreements between Commonwealth Associates and the
Company, Commonwealth Associates has received from the Company (i) $353,025 (a
fee equal to 10% of the aggregate gross proceeds of $3,530,250 to the Company
from the sale of Common Stock in the financings), (ii) a nonaccountable expense
allowance of 3% of gross proceeds ($105,907), (iii) approximately $10,591 in
reimbursement for the fees and expenses of Commonwealth Associates's counsel;
and (iv) warrants to purchase an aggregate of 564,840 shares of the Common
Stock (which is equal to 10%

31
<PAGE> 32

of the shares sold in the financings) issued to Commonwealth Associates and its
designees. In addition, the Company and Commonwealth Associates have entered
into a Consulting Agreement effective as of January 1, 1995 (the "Consulting
Agreement") pursuant to which the Company was required to pay a fee of $7,500
per month to Commonwealth Associates for each of the first three months of the
12-month term and $4,000 per month for each of the remaining nine months.
Pursuant to the Consulting Agreement, all accrued consulting fees up to May 9,
1995 were paid from the proceeds of the private placements referred to above.
The Consulting Agreement terminated December 31, 1995.

In November 1994, the Company terminated a proposed private offering of
equity securities with respect to which Commonwealth Associates was acting as
placement agent. As reimbursement for certain expenses incurred by
Commonwealth Associates in connection with such proposed offering and in
consideration for the cancellation by Commonwealth Associates of certain
warrants issued to it in connection with the Company's initial public offering,
the Company, on December 31, 1994, issued to Commonwealth Associates a
five-year warrant to purchase up to 420,000 shares of Common Stock at an
exercise price of $0.25 per share, subject to adjustment in certain
circumstances.

In July, August and September 1993, the Company conducted a series of
equity financings involving issuances of units consisting of one share of
Common Stock and one warrant (the "Units"). Each Unit was purchased for a
price of $2.00 per Unit. Commonwealth Associates acted as placement agent for
a portion of the financings. Commonwealth Associates Growth Fund, Inc., an
affiliate of Commonwealth Associates, invested $500,000 in such offering.
Northwood Ventures invested $75,000 in such offering; Henry T. Wilson, who was
a director of the Company from March 1992 until execution of the Merger
Agreement on April 21, 1995, is Vice-President of Northwood Ventures.

American Equities Overseas, Inc. ("AEO") has served as a placement agent
in the sale of the Company's securities for which it has received commissions
in the forms of cash and securities. The Warrant Shares being offered in this
Offering by AEO are underlying currently exercisable, five-year warrants (the
"AEO Warrants") to purchase up to 100,000 shares of Common Stock at an exercise
price of $0.25 per share, subject to adjustment. The AEO Warrants were issued
to AEO by the Company as reimbursement for expenses incurred by AEO in
connection with the Company's terminated private placement in November 1994 and
other advisory services provided by AEO to the Company from time to time in
connection with certain of the Company's European investors. The AEO Warrants
were also issued to provide incentive for AEO to continue to facilitate
communications between the Company and certain of its European shareholders.
Also, Commonwealth Associates has transferred to AEO currently exercisable
five-year warrants to purchase up to 100,000 shares of Common Stock at an
exercise price of $1.25 per share. Such Warrants were issued to Commonwealth
Associates as compensation for its services in connection with the Merger.

PLAN OF DISTRIBUTION

The Common Stock and Warrants offered hereby may be sold by the
Selling Securityholders from time to time as market conditions permit in the
over-the-counter market, or otherwise, at prices and terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The shares offered hereby may be sold by one or more of the
following methods, without limitation: (a) a block trade in which a broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (d)
face-to-face transactions between sellers and purchasers without a
broker-dealer. In effecting sales, brokers or dealers engaged by the Selling
Securityholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from Selling
Securityholders in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with

32
<PAGE> 33
such sales. In addition, any securities covered by this Prospectus that
qualify for sale pursuant to Rule 144 under the Securities Act might be sold
under Rule 144 rather than pursuant to this Prospectus.

LEGAL MATTERS

The legality of the securities offered by this Prospectus will be
passed upon for the Company by Graham & James LLP, Sacramento, California.

Pursuant to an agreement between Graham & James LLP and the Company,
on August 18, 1995 the Company (i) issued to Graham & James LLP 240,000 shares
of Common Stock in lieu of cash payment of $150,000 in legal fees payable to
Graham & James LLP and (ii) deposited into escrow $150,000 pursuant to an
escrow agreement (the "Escrow Agreement") among Graham & James LLP, the Company
and the escrow agent. None of the legal fees payable to Graham & James LLP
were for legal services provided in connection with this Prospectus. Pursuant
to the Escrow Agreement, funds were released to the Company in the amounts
equal to the net proceeds realized by Graham & James LLP (if such proceeds are
$0.625 per share or more). All funds in the escrow were released to the
Company prior to the date of this Prospectus. The Company has registered the
resale of such shares under the Securities Act on the Registration Statement of
which this Prospectus forms a part pursuant to the Company's agreement with
Graham & James LLP. Pursuant to an agreement between Graham & James LLP and
the Company, the Company issued to Graham & James LLP on February 27, 1995 a
warrant to purchase 140,000 shares of Common Stock at an exercise price of
$0.25 per share at any time prior to February 2000. Such warrant was issued in
lieu of cash payment of $105,000 in legal fees payable to Graham & James LLP
for services unrelated to the preparation of this Prospectus.

EXPERTS

The balance sheet of AccuMed, Inc as of December 31, 1994, and the
statements of operations, shareholders' deficit, and cash flows for the period
from February 7, 1994 (inception) through December 31, 1994, the balance sheets
of Alamar Biosciences, Inc. as of September 30, 1995 and 1994, and the
statements of operations, shareholder's equity, and cash flows for each of the
three years in the period ended September 30, 1995, and the balance sheet of
Sensititre/Alamar, the Microbiology Division of AccuMed, Inc., as of December
31, 1994 and the statements of net sales, cost of sales, and selling expenses
for the eight months ended December 31, 1994 and for each of the two years in
the period ended April 30, 1994, as incorporated by reference in the
Post-effective Amendment No. 1 the Registration Statement of which this
Prospectus forms a part, have been incorporated herein in reliance on the
reports, which included explanatory paragraphs related to AccuMed, Inc.'s and
Alamar Biosciences, Inc.'s ability to continue as going concerns, of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of said firm as
experts in accounting and auditing.

The balance sheets of AccuMed International Limited as of December 31,
1994, April 30, 1994 and 1993, and the statements of operations and cash flows
for the eight months ended December 31, 1994, and for each of the two years in
the period ended April 30, 1994, as incorporated by reference in the
Post-effective Amendment No. 1 to the Registration Statement of which this
Prospectus forms a part, have been incorporated herein in reliance on the
report of Coopers & Lybrand, independent accountants, given on the authority of
said firm as experts in accounting and auditing.

33
<PAGE> 34

The consolidated financial statements of AccuMed International, Inc. and
subsidiaries as of December 31, 1995, and for the three months ended December
31, 1995, incorporated by reference herein and elsewhere in the Registration
Statement from the Company's Transition Report on Form 10-KSB for the
transition period ended December 31, 1995, have been included therein and
incorporated by reference herein and elsewhere in the Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, included therein and incorporated herein by reference, and upon
the authority of said firm as experts in accounting and auditing.

34
<PAGE> 35
===============================================================================

No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or any Selling
Securityholder. This Prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the shares of Common
Stock offered by this Prospectus, nor does it constitute an offer to sell or a
solicitation of any offer to buy the shares of Common Stock by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information contained herein is
correct as of any time subsequent to the date hereof.

===============================================================================

2,137,701
Shares

ACCUMED
INTERNATIONAL,
INC.

Common Stock

______________

PROSPECTUS
______________

<PAGE> 36
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the issuance and distribution of the securities being registered
hereunder. All of the amounts shown are estimates (except for the SEC
registration fee).

<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . $ 1,069
Printing and engraving expenses . . . . . . . . . . . . . . . . . 2,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . 10,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . 33,000
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . 3,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 931

---------------------------------------------------------------------

TOTAL . . . . . . . . . . . . . . . . . . . . . . . $50,000
</TABLE>

None of these expenses will be paid by the Selling Securityholders
pursuant to the terms of the agreements under which the shares of Common Stock
to be sold hereby were issued.

Item 15. Indemnification of Directors and Officers

The Company has provisions in its Certificate of Incorporation which
eliminate the liability of the Company's directors to the Company and its
shareholders for monetary damages to the fullest extent permissible under
Delaware law and provisions which authorize the Company to indemnify its
directors and agents by bylaws, agreements or otherwise, to the fullest extent
permitted by law. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.
The Company's Bylaws provide that the Company shall indemnify its directors and
officers to the fullest extent permitted by Delaware law, including
circumstances in which indemnification is otherwise discretionary under
Delaware law.

The Company's officers and directors are covered by a director's and
officer's liability insurance policy maintained by the Company. Under the
insurance policy, the Company is entitled to be reimbursed for indemnity
payments that it is required or permitted to make to its directors and
officers.

<PAGE> 37
Item 16. Exhibits

The following exhibits are filed herewith:

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant (incorporated by reference to the Company's Transition Report
on Form 10-K for the Transition Period from October 1, 1995 through December 31, 1995 (the "Transition
Report")).

4.2 Specimen Certificate for Common Stock (incorporated by reference to the Transition Report).

4.3 Bylaws of the Registrant (incorporated by reference to the Transition Report).

4.4 Securities Purchase Agreement between the Registrant and Sclavo Diagnostics, Srl dated as of November 22, 1993
(incorporated by reference to Exhibit 10.25 of the Registrant's Annual Report on Form 10-KSB for the year
ended September 30, 1994).

4.5 Warrant Agreement between the Registrant and American Equities Overseas, Inc. dated as of September 1, 1995
(previously filed with this Registration Statement on October 31, 1995).

4.6 Securities Purchase Agreement between the Registrant and G&G Dispensing, Inc. dated as of March 22, 1994
(previously filed with this Registration Statement on October 31, 1995).

4.7 Common Stock Purchase Warrant dated as of March 22, 1994 by the Registrant in favor of G&G Dispensing, Inc.
(previously filed with this Registration Statement on October 31, 1995).

4.8 Form of Warrant Agreement between the Registrant and Commonwealth Associates dated as of December 31, 1994
(previously filed with this Registration Statement on October 31, 1995).

4.9 Form of Common Stock Purchase Warrant dated as of December 31, 1994 by the Registrant in favor of
Commonwealth Associates, Inc. (previously filed with this Registration Statement on October 31, 1995).

4.10 Warrant Agreement between the Registrant and Commonwealth Associates dated as of May 9, 1995 (previously
filed with this Registration Statement on October 31, 1995).
</TABLE>

<PAGE> 38
<TABLE>
<S> <C>
4.11 Form of Common Stock Purchase Warrant dated as of May 9, 1995 by the Registrant in favor of Commonwealth
Associates, Inc. (previously filed with this Registration Statement on October 31, 1995).

4.12 Warrant Agreement between the Registrant and Commonwealth Associates dated as of August 22, 1995 (previously
filed with this Registration Statement on October 31, 1995).

4.13 Form of Common Stock Purchase Warrant dated as of August 22, 1995 by the Registrant in favor of Commonwealth
Associates, Inc. (previously filed with this Registration Statement on October 31, 1995).

4.14 Form of Letter Agreement between the Registrant and John Robinson dated as of February 21, 1995 (previously
filed with this Registration Statement on October 31, 1995).

4.15 Form of Registration Rights Agreement between the Registrant and John Robinson dated as of February 21, 1995
(previously filed with this Registration Statement on October 31, 1995).

4.16 Common Stock Purchase Warrant dated as of February 27, 1995 by the Registrant in favor of Graham & James
(previously filed with this Registration Statement on October 31, 1995).

4.17 Form of Consulting Units Purchase Agreement between the Registrant and Northwood Ventures dated as of August
1, 1991 (previously filed with this Registration Statement on October 31, 1995).
</TABLE>
<PAGE> 39

<TABLE>
<S> <C>
4.18 Common Stock Purchase Warrant dated as of August 2, 1991 by the Registrant in favor of Northwood Ventures
(previously filed with this Registration Statement on October 31, 1995).

4.19 Common Stock Purchase Warrant dated as of April 3, 1992 by the Registrant in favor of Northwood Ventures
(previously filed with this Registration Statement on October 31, 1995).

4.20 Common Stock Purchase Warrant dated as of May 28, 1992 by the Registrant in favor of Northwood Ventures
(previously filed with this Registration Statement on October 31, 1995).

4.21 Warrant Agreement dated as of February 27, 1995 between the Registrant and Graham & James) (previously filed
with Pre-Effective Amendment No. 1 to this Registration Statement on December 11, 1995).

5.1 Opinion of Graham & James, counsel to the Registrant, regarding the legality of the securities offered hereby
(previously filed with the Registration Statement on October 31, 1995).

23.1 Consent of Graham & James (contained in Exhibit 5.1 previously filed with the Registration Statement on
October 31, 1995).

23.2 Consent of Coopers & Lybrand LLP.

23.3 Consent of Coopers & Lybrand (UK).
</TABLE>

<PAGE> 40

<TABLE>
<S> <C>
23.4 Consent of KPMG Peat Marwick LLP.

24.1 Powers of Attorney (as to certain persons, contained in the signature page II-5 to this Registration
Statement previously filed with this Registration Statement on October 31, 1995) (as to new directors
contained in the signature pages to this Post-Effective Amendment No. 1.)
</TABLE>

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
additional or changed material information with respect to the plan of
distribution.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 41
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on May 21, 1996.

ACCUMED INTERNATIONAL, INC.

By: /s/ PETER P. GOMBRICH
-------------------------------
Peter P. Gombrich,
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that Paul F. Lavallee and
Joseph Plandowski whose signatures appear below constitute and appoint, jointly
and severally, Peter P. Gombrich and Mark L. Santor, and each of them,
attorneys-in-fact for the undersigned, each with the power of substitution, for
the undersigned in any and all capacities, to sign any and all amendments to
this Registration Statement (including post-effective amendments), 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 that each of said attorneys-in-fact or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has
been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ PETER P. GOMBRICH Chairman of the Board and May 21, 1996
- - --------------------------- Chief Executive Officer
(Peter P. Gombrich) (Principal Executive Officer)

/s/ MARK L. SANTOR Vice President, Finance and May 21, 1996
- - --------------------------- Chief Financial Officer
(Mark L. Santor) (Principal Financial and
Accounting Officer)

*/S/ JOHN H. ABELES Director May 21, 1996
- - ----------------------------
(John H. Abeles)

*/S/ RICHARD CORBIN Director May 21, 1996
- - ----------------------------
(Richard Corbin)

*/S/ JACK HALPERIN Director ________________, 1996
- - ----------------------------
(Jack Halperin)

Director ________________, 1996
- - --------------------------
(Paul F. Lavallee)
</TABLE>

<PAGE> 42

<TABLE>
<S> <C> <C>
Director ________________, 1996
- - --------------------------
(Joseph Plandowski)

*/S/ LEONARD SCHILLER Director May 21, 1996
- - ----------------------------
(Leonard Schiller)

*By: /s/ PETER P. GOMBRICH
---------------------------------------------
Peter P. Gombrich (Attorney-In-Fact)
</TABLE>

<PAGE> 43
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Description of Exhibit Number
------ ---------------------- ------
<S> <C> <C>
4.1 Certificate of Incorporation of the Registrant (incorporated by reference
to the Company's Transition Report on Form 10-K for the Transition Period
from October 1, 1995 through December 31, 1995 (the "Transition
Report")).

4.2 Specimen Certificate for Common Stock (incorporated by reference to the
Transition Report).

4.3 Bylaws of the Registrant (incorporated by reference to the Transition
Report).

4.4 Securities Purchase Agreement between the Registrant and Sclavo
Diagnostics, Srl dated as of November 22, 1993 (incorporated by reference
to Exhibit 10.25 of the Registrant's Annual Report on Form 10-KSB for the
year ended September 30, 1994).

4.5 Warrant Agreement between the Registrant and American Equities Overseas,
Inc. dated as of September 1, 1995 (previously filed with this
Registration Statement on October 31, 1995).

4.6 Securities Purchase Agreement between the Registrant and G&G Dispensing,
Inc. dated as of March 22, 1994 (previously filed with this Registration
Statement on October 31, 1995).

4.7 Common Stock Purchase Warrant dated as of March 22, 1994 by the
Registrant in favor of G&G Dispensing, Inc. (previously filed with this
Registration Statement on October 31, 1995).

4.8 Form of Warrant Agreement between the Registrant and Commonwealth
Associates dated as of December 31, 1994 (previously filed with this
Registration Statement on October 31, 1995).

4.9 Form of Common Stock Purchase Warrant dated as of December 31, 1994 by
the Registrant in favor of Commonwealth Associates, Inc. (previously
filed with this Registration Statement on October 31, 1995).

4.10 Warrant Agreement between the Registrant and Commonwealth Associates
dated as of May 9, 1995 (previously filed with this Registration
Statement on October 31, 1995).

4.11 Form of Common Stock Purchase Warrant dated as of May 9, 1995 by the
Registrant in favor of Commonwealth Associates, Inc. (previously filed
with this Registration Statement on October 31, 1995).

4.12 Warrant Agreement between the Registrant and Commonwealth Associates
dated as of August 18, 1995 (previously filed with this Registration
Statement on October 31, 1995).

4.13 Form of Common Stock Purchase Warrant dated as of August 18, 1995 by the
Registrant in favor of Commonwealth Associates, Inc. (previously filed
with this Registration Statement on October 31, 1995).

4.14 Form of Letter Agreement between the Registrant and John Robinson dated
as of February 21, 1995 (previously filed with this Registration
Statement on October 31, 1995).

4.15 Form of Registration Rights Agreement between the Registrant and John
Robinson dated as of February 21, 1995 (previously filed with this
Registration Statement on October 31, 1995).

4.16 Common Stock Purchase Warrant dated as of February 27, 1995 by the
Registrant in favor of Graham & James (previously filed with this
Registration Statement on October 31, 1995).
</TABLE>

-i-
<PAGE> 44

<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Description of Exhibit Number
------ ---------------------- ------
<S> <C> <C>
4.17 Form of Consulting Units Purchase Agreement between the Registrant and
Northwood Ventures dated as of August 1, 1991 (previously filed with this
Registration Statement on October 31, 1995).

4.18 Common Stock Purchase Warrant dated as of August 2, 1991 by the
Registrant in favor of Northwood Ventures (previously filed with this
Registration Statement on October 31, 1995).

4.19 Common Stock Purchase Warrant dated as of April 3, 1992 by the Registrant
in favor of Northwood Ventures (previously filed with this Registration
Statement on October 31, 1995).

4.20 Common Stock Purchase Warrant dated as of May 28, 1992 by the Registrant
in favor of Northwood Ventures (previously filed with this Registration
Statement on October 31, 1995).

4.21 Warrant Agreement dated as of February 27, 1995, between the Registrant
and Graham and James (previously filed with Pre-Effective Amendment No. 1
to this Registration Statement on December 11, 1995).

5.1 Opinion of Graham & James, counsel to the Registrant, regarding the
legality of the securities offered hereby (previously filed with this
Registration Statement on October 31, 1995).

23.1 Consent of Graham & James (contained in Exhibit 5.1 previously filed with
this Registration Statement on October 31, 1995).

23.2 Consent of Coopers & Lybrand LLP.

23.3 Consent of Coopers & Lybrand (UK).

23.4 Consent of KPMG Peat Marwick LLP.

24.1 Powers of Attorney (as to certain persons, contained in the signature
page II-5 to this Registration Statement previously filed with this
Registration Statement on October 31, 1995) (as to new directors,
contained in the signature pages to this Post-Effective Amendment No. 1.)
</TABLE>

-ii-

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post-effective amendment
No. 1 to Form S-3 (File No. 33-98902) of our report, which includes an
explanatory paragraph related to substantial doubt about the ability of
AccuMed, Inc. to continue as a going concern, dated September 29, 1995, on our
audit of the balance sheet of AccuMed, Inc. as of December 31, 1994, and for
the period from February 7, 1994 (inception) through December 31, 1994,
appearing in the registration statement on form S-4 (SEC File No. 33-99680) of
Alamar Biosciences, Inc. filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 as incorporated by reference in the
Current Report on Form 8-K dated December 29, 1995. We also consent to the
reference to our firm under the caption "Experts."

/s/Coopers & Lybrand L.L.P.

Sacramento, CA
May 22, 1996
<PAGE> 2

EXHIBIT 23.2
continued

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post-effective amendment
No. 1 to Form S-3 (File No. 33-98902) of our report , which includes an
explanatory paragraph related to substantial doubt about the ability of Alamar
Biosciences, Inc. to continue as a going concern, dated November 19, 1995, on
our audits of the financial statements of Alamar Biosciences, Inc. as of
September 30, 1995 and 1994, and for the years ended September 30, 1995, 1994
and 1993, which report is included in the Annual Report on Form 10-KSB for the
year ended September 30, 1995. We also consent to the reference to our firm
under the caption "Experts."

/s/ Coopers & Lybrand L.L.P.

Sacramento, CA
May 22, 1996
<PAGE> 3

EXHIBIT 23.2
continued

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post-effective amendment
No. 1 to Form S-3 (SEC File No. 33-98902) of our report dated September 14,
1995, on our audit of the balance sheet of Sensititre/Alamar, the Microbiology
Division of AccuMed, Inc., as of December 31,1994, and the net sales, cost of
sales and selling expenses for the eight months ended December 31, 1994, and
the years ended April 30, 1994 and 1993, appearing in the registration
statement on form S-4 (SEC File No. 33-99680) of Alamar Biosciences, Inc. filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933 as incorporated by reference in the Current Report on Form 8-K dated
December 29, 1995. We also consent to the reference to our firm under the
caption "Experts."

/s/ Coopers & Lybrand L.L.P.

Sacramento, CA
May 22, 1996

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post-effective amendment
No. 1 to Form S-3 (SEC File No. 33-98902) of our report dated December 8,
1995, on our audit of the balance sheets of AccuMed International Limited as of
December 31 1994, April 30, 1994 and 1993, and related statements of operations
and cashflows for the eight months ended December 31, 1994, and the years ended
April 30, 1994 and 1993, appearing in the registration statement on Form S-4
(SEC File No. 33-99680) of Alamar Biosciences, Inc. filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933 as incorporated
by reference in the current Report on Form 8-K dated December 29, 1995.

/s/ Coopers & Lybrand

Croydon
United Kingdom
May 22, 1996

<PAGE> 1

EXHIBIT 23.4
------------

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
AccuMed International, Inc.

We consent to incorporation by reference in the registration statement (No.
33-98902) on Form S-3 of AccuMed International, Inc. of our report dated April
5, 1996, relating to the consolidated balance sheet of AccuMed International,
Inc. and subsidiaries as of December 31, 1995 and the related consolidated
statements of operations, stockholders' equity and cash flows for the three
months ended December 31, 1995, which report appears in the December 31, 1995
transition report on Form 10-KSB of AccuMed International, Inc.

KPMG Peat Marwick LLP

Chicago, Illinois
May 22, 1996