-----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, TL+3rPRGYnldSiu1dkQAUJRiM3i1XYjkO3oi4uxDi9aq82qo8bocWO7tK+fIah20 2Id292GfSfszLwsjkQInUw== 0000929624-98-001306.txt : 19980803 0000929624-98-001306.hdr.sgml : 19980803 ACCESSION NUMBER: 0000929624-98-001306 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980731 SROS: NASD FILER: 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-21371 FILM NUMBER: 98675156 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 10-K405/A 1 AMENDMENT #1 TO FORM 10-K405 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A [X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1997 or [_] Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Commission File Number: 0-21371 APPLIED IMAGING CORP. (Exact name of registrant as specified in its charter) DELAWARE 77-012490 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) (Identification No.) 2380 WALSH AVENUE, 95051 Building B, (Zip Code) Santa Clara, California (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 562-0250 Securities registered pursuant to Section 12 (b) of the Act: TITLE OF NAME OF EACH EXCHANGE EACH CLASS ON WHICH REGISTERED --------------- ------------------ None N/A Securities registered pursuant to Section 12 (g) of the Act: COMMON STOCK, $0.001 PAR VALUE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on March 12, 1998, as reported on the Nasdaq National Market, was approximately $23,487,715. The number of shares of Common Stock outstanding as of March 12, 1998: 7,668,206 shares. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates information by reference from the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year. ================================================================================ EXPLANATORY NOTE On March 31, 1998, Applied Imaging Corp. (The "Company") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "Annual Report"), with the Securities and Exchange Commission. The sole purpose of this amendment to the Annual Report is to amend the report of KPMG Peat Marwick LLP, Independent Certified Public Accountants. The amended report now includes a report on the financial statement schedule. All other information included in the initial filing is unchanged. REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Applied Imaging Corp.: We have audited the accompanying consolidated balance sheets of Applied Imaging Corp. and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997. In connection with our audits of the consolidated financial statements for the periods indicated above, we have also audited the financial statements schedule. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements to based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Applied Imaging Corp. and subsidiaries as of December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1997, in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. KPMG Peat Marwick LLP Mountain View, California February 6, 1998 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Applied Imaging Corp. Date: July 30, 1998 By: /s/ Jack Goldstein ----------------------------- JACK GOLDSTEIN Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signatures TITLE DATE ---------- ----- ---- /s/ Jack Goldstein Chief Executive Officer and July 30, 1998 - ---------------------------------- Director (Principal (JACK GOLDSTEIN) Executive Officer) Michael J. Braden* Corporate Controller July 30, 1998 - ---------------------------------- (Principal (MICHAEL J. BRADEN) Accounting Officer) John F. Blakemore, Jr.* Director July 30, 1998 - ---------------------------------- (JOHN F. BLAKEMORE, JR.) Gilbert J.R. McCabe* Director July 30, 1998 - ---------------------------------- (GILBERT J.R. MCCABE) Thomas C. McConnell* Director July 30, 1998 - ---------------------------------- (THOMAS C. MCCONNELL) Andre F. Marion* Director July 30, 1998 - ---------------------------------- (ANDRE F. MARION) Robert C. Miller* Director July 30, 1998 - ---------------------------------- (ROBERT C. MILLER) G. Kirk Raab* Director July 30, 1998 - ---------------------------------- (G. KIRK RAAB) *By: /s/ Jack Goldstein ------------------------------- Jack Goldstein Attorney-In-Fact
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