-----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, TeBN9Vv0bsw3cvgc7rgjV4hHDkyEgH6YZz8Lhp8Xk4hvrUx1hYkMifWXNYVI8sgB FSPbBVSlL48rJ5EO7YukXA== 0001072613-03-000290.txt : 20030213 0001072613-03-000290.hdr.sgml : 20030213 20030213143447 ACCESSION NUMBER: 0001072613-03-000290 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030213 GROUP MEMBERS: C. RICHARD KRAMLICH GROUP MEMBERS: CHARLES W. NEWHALL III GROUP MEMBERS: JOHN M. NEHRA GROUP MEMBERS: MARK W. PERRY GROUP MEMBERS: NANCY L. DORMAN GROUP MEMBERS: NEA GENERAL PARTNERS, L.P. GROUP MEMBERS: NEA PARTNERS V, L.P. GROUP MEMBERS: NEA PARTNERS VII, L.P. GROUP MEMBERS: NEA PRESIDENTS FUND, L.P. GROUP MEMBERS: NEA SILVERADO PARTNERS I, L.P. GROUP MEMBERS: NEW ENTERPRISE ASSOCIATES VII, L.P. GROUP MEMBERS: PETER J. BARRIS GROUP MEMBERS: PETER T. MORRIS GROUP MEMBERS: RONALD H. KASE GROUP MEMBERS: THE SILVERADO FUND I, L.P. GROUP MEMBERS: THOMAS C. MCCONNELL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENTERPRISE ASSOCIATES V LTD PARTNERSHIP ET AL CENTRAL INDEX KEY: 0000938809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1119 ST PAUL ST CITY: BALTIMORE STATE: MD ZIP: 21202 MAIL ADDRESS: STREET 1: 1119 ST PAUL ST CITY: BALTIMORE STATE: MD ZIP: 21202 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49885 FILM NUMBER: 03558673 BUSINESS ADDRESS: STREET 1: 2380 WALSH AVE BLDG B CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 4085620250 MAIL ADDRESS: STREET 1: 2380 WALSH AVE STREET 2: BUILDING B CITY: SANTA CLARA STATE: CA ZIP: 95051 SC 13G/A 1 applied-13g_11731a.txt SCHEDULE 13G/A - APPLIED IMAGING ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6 )* APPLIED IMAGING CORP. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 03820G106 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2002 - -------------------------------------------------------------------------------- (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) [_] Rule 13d-1(c) [X] 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 the disclosures provided in a prior cover page. The information required in 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). ================================================================================ ITEM 1(A). NAME OF ISSUER: Applied Imaging Corp. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2380 Walsh Avenue, Building B, Santa Clara, CA 95051 ITEM 2(A). NAMES OF PERSONS FILING: New Enterprise Associates V, Limited Partnership ("NEA V"), New Enterprise Associates VII, Limited Partnership ("NEA VII"), NEA Presidents' Fund, L.P. ("Presidents") and The Silverado Fund I, Limited Partnership ("Silverado") (collectively, the "Funds"); NEA Partners V, Limited Partnership ("NEA Partners V"), which is the sole general partner of NEA V, NEA Partners VII, Limited Partnership ("NEA Partners VII"), which is the sole general partner of NEA VII, NEA General Partners, L.P. ("Presidents Partners"), which is the sole general partner of Presidents, and NEA Silverado Partners I, Limited Partnership ("Silverado Partners"), which is the sole general partner of Silverado (collectively, the "GPLP's"); Peter J. Barris ("Barris"), Nancy L. Dorman ("Dorman"), Ronald H. Kase ("Kase"), C. Richard Kramlich ("Kramlich"), Thomas C. McConnell ("McConnell"), Peter T. Morris ("Morris"), John M. Nehra ("Nehra"), Charles W. Newhall III ("Newhall") and Mark W. Perry ("Perry"), (collectively, the "General Partners"); Dorman, Kramlich, McConnell and Newhall are individual general partners of NEA Partners V. Barris, Dorman, Kase, Kramlich, McConnell, Morris, Nehra, Newhall and Perry are individual general partners of NEA Partners VII. Barris, Dorman, Kase, Kramlich, McConnell, Nehra, Newhall and Perry are individual general partners of Presidents Partners. Kramlich and Newhall are individual general partners of Silverado Partners. The persons named in this paragraph are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons." ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of NEA V, NEA Partners V, NEA VII, NEA Partners VII, Presidents, Presidents Partners, Silverado, Silverado Partners, Dorman, Nehra and Newhall is New Enterprise Associates, 1119 St. Paul Street, Baltimore, Maryland 21202. The address of the principal business office of Kase, Kramlich, McConnell, Morris and Perry is New Enterprise Associates, 2490 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barris is New Enterprise Associates, 11911 Freedom Drive, One Fountain Square, Suite 1240, Reston, Virginia 20190. ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: NEA V is the record owner of 709,214 shares as of December 31, 2002 (the "NEA V Shares"). NEA VII is the record owner of 1,636,605 shares as of December 31, 2002 (the "NEA VII Shares"). Barris is the record owner of 289 shares as of December 31, 2002. Kramlich is the record owner of 24 shares as of December 31, 2002. As the sole general partner of NEA V, NEA Partners V may be deemed to own beneficially the NEA V Shares. As the sole general partner of NEA VII, NEA Partners VII may be deemed to own beneficially the NEA VII Shares. By virtue of their relationship as affiliated limited partnerships, whose general partners have overlapping individual general partners, each Fund may be deemed to share the power to direct the disposition and vote of the NEA V Shares and the NEA VII Shares for an aggregate of 2,345,819 shares (the "Record Shares"). As general partners of the Funds, each GPLP may also be deemed to own beneficially the Record Shares. As individual general partners of NEA Partners V and NEA Partners VII, Dorman, Kramlich, McConnell and Newhall may be deemed to own beneficially the Record Shares. As individual general partners of NEA Partners VII, Barris, Kase, Morris, Nehra, and Perry may be deemed to own beneficially the NEA VII Shares. CHARLES W. NEWHALL III NO LONGER OWNS 23 SHARES OF THE COMMON STOCK OF APPLIED IMAGING CORP. (b) Percent of Class: The Funds, the GPLP's, Dorman, Kramlich, McConnell and Newhall: 14.8%. Barris, Kase, Morris, Nehra, and Perry : 10.3%. The foregoing percentages are calculated based on the 15,885,281 shares of Common Stock reported to be outstanding as of October 23, 2002, as adjusted pursuant to Rule 13d-3(d)(1). (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares for each Reporting Person other than Barris and Kramlich. 289 shares for Barris. 24 shares for Kramlich. (ii) shared power to vote or to direct the vote: 2,345,819 shares for each of the Funds, each of the GPLP's, Dorman, Kramlich, McConnell and Newhall. 1,636,605 for Barris, Kase, Morris, Nehra and Perry. (iii) sole power to dispose or to direct the disposition of: 0 shares for each Reporting Person other than Barris and Kramlich. 289 shares for Barris. 24 shares for Kramlich. (iv) shared power to dispose or to direct the disposition of: 2,345,819 shares for each of the Funds, each of the GPLP's, Dorman, Kramlich, McConnell and Newhall. 1,636,605 for Barris, Kase, Morris, Nehra and Perry. Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for those shares, if any, such Reporting Person holds of record. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 13, 2002 AND FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF APPLIED IMAGING CORP. REMAIN UNCHANGED. SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 13, 2003 NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP By: NEA PARTNERS V, LIMITED PARTNERSHIP By: * ------------------------------- Charles W. Newhall III General Partner NEA PARTNERS V, LIMITED PARTNERSHIP By: * ----------------------------------- Charles W. Newhall III General Partner NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP By: NEA Partners VII, Limited Partnership By: * ------------------------------- Charles W. Newhall III General Partner NEA PARTNERS VII, LIMITED PARTNERSHIP By: * ----------------------------------- Charles W. Newhall III General Partner NEA PRESIDENTS' FUND, L.P. By: NEA GENERAL PARTNERS, L.P. By: * ------------------------------- Charles W. Newhall III General Partner NEA GENERAL PARTNERS, L.P. By: * ----------------------------------- Charles W. Newhall III General Partner THE SILVERADO FUND I, LIMITED PARTNERSHIP By: NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP By: * ------------------------------- Charles W. Newhall III General Partner NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP By: * ----------------------------------- Charles W. Newhall III General Partner * - ---------------------------------------- Peter J. Barris * - ---------------------------------------- Ronald H. Kase * - ---------------------------------------- C. Richard Kramlich * - ---------------------------------------- Thomas C. McConnell * - ---------------------------------------- Peter T. Morris * - ---------------------------------------- John M. Nehra * - ---------------------------------------- Charles W. Newhall III * - ---------------------------------------- Mark W. Perry *By: /s/ Nancy L. Dorman ---------------------------------- Nancy L. Dorman, in her individual capacity and as Attorney-in-Fact - -------------------------------------------------------------------------------- This Schedule 13G was executed by Nancy L. Dorman pursuant to Powers of Attorney filed with the Securities and Exchange Commission on February 13, 1992 in connection with a Schedule 13G for Advanced Interventional Systems Inc., on February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc., and herewith, which Powers of Attorney are incorporated herein by reference and copies of which are attached hereto as Exhibit 2. EXHIBIT 1 --------- AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Applied Imaging Corp. EXECUTED: February 13, 2003 NEW ENTERPRISE ASSOCIATES V, LIMITED PARTNERSHIP By: NEA PARTNERS V, LIMITED PARTNERSHIP By: * ------------------------------- Charles W. Newhall III General Partner NEA PARTNERS V, LIMITED PARTNERSHIP By: * ----------------------------------- Charles W. Newhall III General Partner NEW ENTERPRISE ASSOCIATES VII, LIMITED PARTNERSHIP By: NEA Partners VII, Limited Partnership By: * ------------------------------- Charles W. Newhall III General Partner NEA PARTNERS VII, LIMITED PARTNERSHIP By: * ----------------------------------- Charles W. Newhall III General Partner NEA PRESIDENTS' FUND, L.P. By: NEA GENERAL PARTNERS, L.P. By: * ------------------------------- Charles W. Newhall III General Partner NEA GENERAL PARTNERS, L.P. By: * ----------------------------------- Charles W. Newhall III General Partner THE SILVERADO FUND I, LIMITED PARTNERSHIP By: NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP By: * ------------------------------- Charles W. Newhall III General Partner NEA SILVERADO PARTNERS I, LIMITED PARTNERSHIP By: * ----------------------------------- Charles W. Newhall III General Partner * - ---------------------------------------- Peter J. Barris * - ---------------------------------------- Ronald H. Kase * - ---------------------------------------- C. Richard Kramlich * - ---------------------------------------- Thomas C. McConnell * - ---------------------------------------- Peter T. Morris * - ---------------------------------------- John M. Nehra * - ---------------------------------------- Charles W. Newhall III * - ---------------------------------------- Mark W. Perry *By: /s/ Nancy L. Dorman ---------------------------------- Nancy L. Dorman, in her individual capacity and as Attorney-in-Fact - -------------------------------------------------------------------------------- This Agreement was executed by Nancy L. Dorman pursuant to Powers of Attorney filed with the Securities and Exchange Commission on February 13, 1992 in connection with a Schedule 13G for Advanced Interventional Systems Inc., on February 13, 1995 in connection with a Schedule 13G for Acuity Imaging, Inc., and herewith, which Powers of Attorney are incorporated herein by reference and copies of which are attached hereto as Exhibit 2. EXHIBIT 2 --------- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall III, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 23rd day of April, 1991. /s/ Raymond L. Bank ---------------------------------------- Raymond L. Bank /s/ Thomas R. Baruch ---------------------------------------- Thomas R. Baruch /s/ Cornelius C. Bond, Jr. ---------------------------------------- Cornelius C. Bond, Jr. /s/ Frank A. Bonsal, Jr. ---------------------------------------- Frank A. Bonsal, Jr. /s/ James A. Cole ---------------------------------------- James A. Cole /s/ Nancy L. Dorman ---------------------------------------- Nancy L. Dorman /s/ Neal M. Douglas ---------------------------------------- Neal M. Douglas /s/ John W. Glynn, Jr. ---------------------------------------- John W. Glynn, Jr. /s/ Curran W. Harvey ---------------------------------------- Curran W. Harvey /s/ Ronald Kase ---------------------------------------- Ronald Kase /s/ C. Richard Kramlich ---------------------------------------- C. Richard Kramlich /s/ Robert F. Kuhling ---------------------------------------- Robert F. Kuhling /s/ Arthur J. Marks ---------------------------------------- Arthur J. Marks /s/ Thomas C. McConnell ---------------------------------------- Thomas C. McConnell /s/ Donald L. Murfin ---------------------------------------- Donald L. Murfin /s/ H. Leland Murphy ---------------------------------------- H. Leland Murphy /s/ John M. Nehra ---------------------------------------- John M. Nehra /s/ Charles W. Newhall III ---------------------------------------- Charles W. Newhall III /s/ Terry L. Opdendyk ---------------------------------------- Terry L. Opdendyk /s/ Barbara J. Perrier ---------------------------------------- Barbara J. Perrier /s/ C. Vincent Prothro ---------------------------------------- C. Vincent Prothro /s/ C. Woodrow Rea, Jr. ---------------------------------------- C. Woodrow Rea, Jr. /s/ Howard D. Wolfe, Jr. ---------------------------------------- Howard D. Wolfe, Jr. /s/ Nora M. Zietz ---------------------------------------- Nora M. Zietz POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall III, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of January, 1994. /s/ Peter J. Barris ---------------------------------------- Peter J. Barris /s/ Debra E. King ---------------------------------------- Debra E. King /s/ Peter T. Morris ---------------------------------------- Peter. T. Morris /s/ Hugh Y. Rienhoff, Jr. ---------------------------------------- Hugh Y. Rienhoff, Jr. /s/ Alexander Slusky ---------------------------------------- Alexander Slusky /s/ Louis B. Van Dyck ---------------------------------------- Louis B. Van Dyck POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nancy L. Dorman and Charles W. Newhall III, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of February, 1999. /s/ Mark W. Perry ---------------------------------------- Mark W. Perry /s/ Stewart Alsop II ---------------------------------------- Stewart Alsop II -----END PRIVACY-ENHANCED MESSAGE-----