8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20509

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)         February 12, 2002

ChromaVision Medical Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-1000	75-2649072
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

33171 Paseo Cerveza, San Juan Capistrano, California	92675-4824
(Address of Principal Executive Offices	(Zip Code)

Registrant’s telephone number, including area code           (949) 443-3355

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Exhibits.
EXHIBIT INDEX
EXHIBIT 3.(ii)

Item 5. Other Events.

     On February 12, 2002 the Board of Directors of ChromaVision Medical Systems, Inc. (the “Company”) set the date for the 2002 Annual Meeting of Stockholders for June 5, 2002. Stockholders of record on the record date for the meeting will receive a separate notice and proxy materials which will specify the time and the place of the meeting. The meeting is expected to be held in Orange County, California.

     Also at the February 12, 2002 meeting, the Board of Directors of the Company adopted amendments to its bylaws requiring advance notice of proposals for business to be conducted at annual meetings of stockholders and for nominations of directors by stockholders at stockholder meetings. These provisions will apply to the 2002 Annual Meeting.

     The new bylaw provisions provide that the notice a stockholder is required to give of business he or she desires to bring before the meeting be delivered to or mailed to and received at the principal executive office of the Company not less than sixty (60) days nor more than ninety (90) days prior to the date of the meeting. There is an exception to this requirement if less than seventy (70) days notice or prior public disclosure of the date of the annual meeting is given or made to stockholders and in that event notice by the stockholder must be received not later than the close of business on the tenth day following the day on which the notice of the date of the annual meeting was mailed or such public disclosure was made. The Company believes that this exception is not applicable to the 2002 Annual Meeting because the filing of this Current Report fulfills the public disclosure requirement.

     The same notice provisions apply to nominations for director to be made by a stockholder at a meeting of stockholders.

     The new bylaws require specific information as to any business a stockholder proposes to bring before an annual meeting and as to any person a stockholder desires to nominate for election to the Board of Directors. Those requirements are set forth in the new provisions of the bylaws, which are attached to this Current Report as Exhibit 3(ii).

Item 7. Exhibits.

     3(ii) — Sections 2.11 and 2.12, as added to the bylaws of the Company pursuant to the amendment thereof described in this Current Report.

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 27, 2002	CHROMAVISION MEDICAL SYSTEMS, INC.
	By:	/s/ Douglas S. Harrington, M.D.
	Name:	Douglas S. Harrington, M.D.
	Its:	Chief Executive Officer (Duly Authorized Officer of the Registrant)

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EXHIBIT INDEX

Exhibit		Sequentially
Number	Description	Numbered Page*
3(ii)	Sections 2.11 and 2.12 of the Company’s bylaws, as added by the amendment described in this Current Report

* Contained only in the manually executed version.

3 EX-3.II 3 a79482ex3-ii.txt EXHIBIT 3.(II) Exhibit 3(ii) AMENDMENT TO BYLAWS The following sections were added to the Bylaws of the Company by the amendment described in this Current Report: SECTION 2.11 Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (2) otherwise properly brought before the meeting by or at the direction of the board of directors, or (3) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 60 days nor more than 90 days prior to the meeting, provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the closing of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (3) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (4) any material interest of the stockholder in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 2.11. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions 4 of this Section 2.11, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Section 2.12 Advance Notice of Stockholder Nominees. Only persons who are nominated in accordance with the procedures set forth in this Section 2.12 shall be eligible for election as directors at a meeting of stockholders. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the direction of the board of directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.12. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than 60 days nor more than 90 days prior to the meeting, provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the closing of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth (1) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (a) the name, age, business address and residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of the corporation which are beneficially owned by such person, and (d) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such persons' written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (2) as to the stockholder giving the notice, (a) the name and address, as they appear on the corporation's books, of such stockholder and (b) the class and number of shares of the corporation which are beneficially owned by such stockholder. At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.12. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these by-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. 5 -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.II

                                  Exhibit 3(ii)

                               AMENDMENT TO BYLAWS

        The following sections were added to the Bylaws of the Company by the
amendment described in this Current Report:

        SECTION 2.11 Advance Notice of Stockholder Business. At an annual
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual meeting, business must be

               (1) specified in the notice of meeting (or any supplement
        thereto) given by or at the direction of the board of directors,

               (2) otherwise properly brought before the meeting by or at the
        direction of the board of directors, or

               (3) otherwise properly brought before the meeting by a
        stockholder.

        For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the secretary of the corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation, not less than 60 days nor more than 90 days prior to the meeting,
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
closing of business on the 10th day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure was made.

        A stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting

               (1) a brief description of the business desired to be brought
        before the annual meeting and the reasons for conducting such business
        at the annual meeting,

               (2) the name and address, as they appear on the corporation's
        books, of the stockholder proposing such business,

               (3) the class and number of shares of the corporation which are
        beneficially owned by the stockholder, and

               (4) any material interest of the stockholder in such business.

Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 2.11. The chairman of the annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions


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of this Section 2.11, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.

        Section 2.12 Advance Notice of Stockholder Nominees. Only persons who
are nominated in accordance with the procedures set forth in this Section 2.12
shall be eligible for election as directors at a meeting of stockholders.
Nominations of persons for election to the board of directors of the corporation
may be made at a meeting of stockholders by or at the direction of the board of
directors or by any stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 2.12.

        Such nominations, other than those made by or at the direction of the
board of directors, shall be made pursuant to timely notice in writing to the
secretary of the corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the meeting,
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
closing of business on the 10th day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made.

        Such stockholder's notice shall set forth

               (1) as to each person whom the stockholder proposes to nominate
        for election or re-election as a director, (a) the name, age, business
        address and residence address of such person, (b) the principal
        occupation or employment of such person, (c) the class and number of
        shares of the corporation which are beneficially owned by such person,
        and (d) any other information relating to such person that is required
        to be disclosed in solicitations of proxies for election of directors,
        or is otherwise required, in each case pursuant to Regulation 14A under
        the Securities Exchange Act of 1934, as amended (including, without
        limitation, such persons' written consent to being named in the proxy
        statement as a nominee and to serving as a director if elected); and

               (2) as to the stockholder giving the notice, (a) the name and
        address, as they appear on the corporation's books, of such stockholder
        and (b) the class and number of shares of the corporation which are
        beneficially owned by such stockholder.

At the request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the procedures set forth in this Section 2.12. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by these
by-laws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.



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