-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ni6TE0s2RBzs8QHxWpupchfeCJgA15So/6sx772c5lKX3MpF9prAd4NbgPmShJPn WSfp79us3DTwB5Z6OXocYw== 0001013594-06-000506.txt : 20060911 0001013594-06-000506.hdr.sgml : 20060911 20060911172030 ACCESSION NUMBER: 0001013594-06-000506 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060911 DATE AS OF CHANGE: 20060911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED IMAGING CORP CENTRAL INDEX KEY: 0000816066 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770120490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49885 FILM NUMBER: 061084907 BUSINESS ADDRESS: STREET 1: 120 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408)719-6400 MAIL ADDRESS: STREET 1: 120 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACK HORSE CAPITAL LP CENTRAL INDEX KEY: 0001178179 IRS NUMBER: 470870061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 2123321112 MAIL ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA 20TH FL CITY: NEW YORK STATE: NY ZIP: 10111 SC 13G 1 applied13g-091106.txt SEPTEMBER 11, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO.___ )* Applied Imaging Corp. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 03820G205 (CUSIP Number) September 1, 2006 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the Following Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 226,817 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 226,817 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 226,817 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.1% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital (QP) LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 67,810 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 67,810 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,810 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital Offshore Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 54,373 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 54,373 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,373 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital Management LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 294,627 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 294,627 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 294,627 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Black Horse Capital Advisors LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 54,373 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 54,373 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,373 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dale Chappell 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 349,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 349,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 349,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Sheehy 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 349,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 349,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 349,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: Applied Imaging Corp. ("Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 120 Baytech Drive San Jose, California 95134 ITEM 2(a). NAME OF PERSON FILING: The names of the persons filing this statement on Schedule 13G are: Black Horse Capital LP, a Delaware limited partnership ("Domestic Fund"), Black Horse Capital (QP) LP, a Delaware limited partnership ("QP Fund"), Black Horse Capital Offshore Ltd., a Cayman Islands exempt company ("Offshore Fund"), Black Horse Capital Management LLC , a Delaware limited liability company ("BH Management"), Black Horse Capital Advisors LLC, a Delaware limited liability company ("BH Advisors"), Dale Chappell, a United States citizen ("Mr. Chappell") and Brian Sheehy, a United States citizen. The Domestic Fund, QP Fund, Offshore Fund, BH Management, BH Advisors, Mr. Chappell and Mr. Sheehy shall be collectively referred to herein as the "Reporting Persons." BH Management is the managing general partner of each of Domestic Fund and QP Fund. BH Advisors is the investment manager of the Offshore Fund. The controlling persons of each of BH Management and BH Advisors are Mr. Chappell and Mr. Sheehy. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The principal business address for each of the Domestic Fund, QP Fund, BH Management, BH Advisors, Mr. Chappell and Mr. Sheehy is 45 Rockefeller Plaza, 20th Floor, New York, New York 10111. The principal business address of the Offshore Fund is c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. ITEM 2(c). CITIZENSHIP: Each of the Domestic Fund and QP Fund is a Delaware limited partnership. The Offshore Fund is a Cayman Islands exempt company. Each of BH Management and BH Advisors is a Delaware limited liability company. Each of Mr. Chappell and Mr. Sheehy is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 03820G205 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Domestic Fund beneficially owns 226,817 shares of Common Stock. The QP Fund beneficially owns 67,810 shares of Common Stock. The Offshore Fund beneficially owns 54,373 shares of Common Stock. BH Management beneficially owns the shares held by the Domestic Fund and QP Fund. BH Advisors beneficially owns the shares of Common Stock held by the Offshore Fund. Mr. Chappell and Mr. Sheehy are each deemed to beneficially own the 349,000 shares of Common Stock owned by BH Management and BH Advisors. Collectively, the Reporting Persons beneficially own 349,000 shares of Common Stock. (b) Percent of Class: Domestic Fund beneficially owns 226,817 shares of Common Stock representing 4.1% of the outstanding Common Stock. QP Fund beneficially owns 67,810 shares of Common Stock representing 1.2% of the outstanding Common Stock. Offshore Fund beneficially owns 54,373 shares of Common Stock representing 1.0% of the outstanding Common Stock. BH Management beneficially owns 294,627 shares of Common Stock held by the Domestic Fund and QP Fund representing 5.3% of the outstanding Common Stock. BH Advisors beneficially owns 54,373 shares of Common Stock held by the Offshore Fund representing 1.0% of the outstanding Common Stock. Mr. Chappell and Mr. Sheehy each beneficially owns the 349,000 shares of Common Stock collectively owned by BH Management and BH Advisors representing 6.2% of the outstanding Common Stock. The Reporting Persons collectively beneficially own 349,000 shares of Common Stock representing 6.2% of the outstanding Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote of shares of Common Stock: Domestic Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to vote or direct the vote of 226,817 shares of Common Stock beneficially owned by the Domestic Fund. QP Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to vote or direct the vote of 67,810 shares of Common Stock beneficially owned by the QP Fund. Offshore Fund, BH Advisors, Mr. Chappell and Mr. Sheehy have the shared power to vote or direct the vote of 54,373 shares of Common Stock beneficially owned by the Offshore Fund. (iii) Sole power to dispose or to direct the disposition of shares of Common Stock: Not applicable. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: Domestic Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to dispose or to direct the disposition of the 226,817 shares of Common Stock beneficially owned by the Domestic Fund. QP Fund, BH Management, Mr. Chappell and Mr. Sheehy have the shared power to dispose or to direct the disposition of the 67,810 shares of Common Stock beneficially owned by the QP Fund. Offshore Fund, BH Advisors, Mr. Chappell and Mr. Sheehy have the shared power to dispose or to direct the disposition of the 54,373 shares of Common Stock beneficially owned by the Offshore Fund. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Exhibit B attached hereto. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: September 11, 2006 BLACK HORSE CAPITAL LP By: Black Horse Capital Management LLC As General Partner By: /s/ Dale Chappell ------------------------------ Dale Chappell, Managing Member BLACK HORSE CAPITAL (QP) LP By: Black Horse Capital Management LLC As General Partner By: /s/ Dale Chappell ------------------------------ Dale Chappell, Managing Member Black Horse Capital Offshore Ltd. By: /s/ Dale Chappell ----------------------- Dale Chappell, Director BLACK HORSE CAPITAL MANAGEMENT LLC By: /s/ Dale Chappell ------------------------------ Dale Chappell, Managing Member BLACK HORSE CAPITAL ADVISORS LLC By: /s/ Dale Chappell ------------------------------ Dale Chappell, Managing Member /s/ Dale Chappell ----------------------------- Dale Chappell /s/ Brian Sheehy ----------------------------- Brian Sheehy EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Applied Imaging Corp. dated as of September 11, 2006 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: September 11, 2006 BLACK HORSE CAPITAL LP By: Black Horse Capital Management LLC As General Partner By: /s/ Dale Chappell ------------------------------ Dale Chappell, Managing Member BLACK HORSE CAPITAL (QP) LP By: Black Horse Capital Management LLC As General Partner By: /s/ Dale Chappell ------------------------------ Dale Chappell, Managing Member Black Horse Capital Offshore Ltd. By: /s/ Dale Chappell ----------------------- Dale Chappell, Director BLACK HORSE CAPITAL MANAGEMENT LLC By: /s/ Dale Chappell ------------------------------ Dale Chappell, Managing Member BLACK HORSE CAPITAL ADVISORS LLC By: /s/ Dale Chappell ------------------------------ Dale Chappell, Managing Member /s/ Dale Chappell ----------------------------- Dale Chappell /s/ Brian Sheehy ----------------------------- Brian Sheehy EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP Black Horse Capital LP Black Horse Capital (QP) LP Black Horse Capital Offshore Ltd. Black Horse Capital Management LLC Black Horse Capital Advisors LLC Dale Chappell Brian Sheehy -----END PRIVACY-ENHANCED MESSAGE-----