content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                 -----------------
  
                                     Form 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
  
                        Securities and Exchange Act of 1934
  
          Date of Report (Date of earliest event reported)  July 7, 1998
  
                                   -------------
  
                               APPLIED IMAGING CORP.
             ---------------------------------------------------------
                (Exact name of registrant as specified in charter)
  
          DELAWARE                    0-21371                77-012490
  --------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission            (IRS Employer
      of incorporation)             File Number)         Identification No.)
  
   
  2380 WALSH AVE., BUILDING B, SANTA CLARA CALIFORNIA          95051
  --------------------------------------------------------------------------------
    (Address of principal executive offices)                 (Zip Code)
  
  
  Registrant's telephone number, including area code      (408) 562-0250
  
                                  --------------
  
                                  NOT APPLICABLE
  
                                  --------------
  
          (Former name or former address, if changed since last report.)
  <PAGE>
   
  Item 5    OTHER EVENTS
  ------    ------------
  
       On July 7, 1998 and July 15, 1998, Registrant consummated private sales of,
  collectively, 499,999 shares of its Common Stock to certain accredited investors
  at a purchase price of $3.00 per share, which exceeded each such day's closing
  price of Registrant's Common Stock as reported on the Nasdaq National Market
  System. The transactions were pursuant to the terms of Stock Purchase Agreements
  dated, respectively, July 7, 1998 and July 15, 1998 between the Registrant and
  the investors, the form of which is set forth in Exhibit 10.1 hereto. The
  proceeds from the sale of the shares will be used for working capital and
  general corporate purposes.
  
  
  Item 7    EXHIBITS
  ------    --------
  
  (c)  Exhibits.  The following documents are filed as exhibits to this report:
  
       1.   Exhibit 10.1 - Form of Stock Purchase Agreement between the
  
            Registrant and certain Investors used in connection with sales of
  Common Stock on July 7 and July 15, 1998 (excludes the exhibits thereto; such
  exhibits will be furnished supplementally upon request by the Securities and
  Exchange Commission).
  <PAGE>
   
       2.   Exhibit 99.1 - Press Release dated July 17, 1998, issued by Registrant
            announcing the signing of the Stock Purchase Agreements.
  
                                    SIGNATURES
                                    ----------
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                               APPLIED IMAGING CORP.
                               ---------------------
                                   (Registrant)
  
  
  
  Date: July 27, 1998                By: /s/ Jack Goldstein
                                             ----------------------------
                                     Name:   Jack Goldstein
                                     Title:  President and Chief Executive Officer
  <PAGE>
   
                                   EXHIBIT INDEX
                                   -------------
  Exhibit
  -------
  
  10.1 -    Form of Stock Purchase Agreement between the Registrant and certain
            Investors used in connection with sales of Common Stock on July 7 and
            July 15, 1998 (excludes the exhibits thereto; such exhibits will be
            furnished supplementally upon request by the Securities and Exchange
            Commission).
  
  99.1 -    Press Release dated July 17, 1998, issued by Registrant announcing the
            signing of the Stock Purchase Agreement.
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text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                 -----------------
  
                                     Form 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
  
                        Securities and Exchange Act of 1934
  
          Date of Report (Date of earliest event reported)  July 7, 1998
  
                                   -------------
  
                               APPLIED IMAGING CORP.
             ---------------------------------------------------------
                (Exact name of registrant as specified in charter)
  
          DELAWARE                    0-21371                77-012490
  --------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission            (IRS Employer
      of incorporation)             File Number)         Identification No.)
  
   
  2380 WALSH AVE., BUILDING B, SANTA CLARA CALIFORNIA          95051
  --------------------------------------------------------------------------------
    (Address of principal executive offices)                 (Zip Code)
  
  Registrant's telephone number, including area code      (408) 562-0250
  
                                  --------------
  
                                  NOT APPLICABLE
  
                                  --------------
  
          (Former name or former address, if changed since last report.)
  Item 5    OTHER EVENTS
  ------    ------------
  
       On July 7, 1998 and July 15, 1998, Registrant consummated private sales of,
  collectively, 499,999 shares of its Common Stock to certain accredited investors
  at a purchase price of $3.00 per share, which exceeded each such day's closing
  price of Registrant's Common Stock as reported on the Nasdaq National Market
  System. The transactions were pursuant to the terms of Stock Purchase Agreements
  dated, respectively, July 7, 1998 and July 15, 1998 between the Registrant and
  the investors, the form of which is set forth in Exhibit 10.1 hereto. The
  proceeds from the sale of the shares will be used for working capital and
  general corporate purposes.
  
  Item 7    EXHIBITS
  ------    --------
  
  (c)  Exhibits.  The following documents are filed as exhibits to this report:
  
       1.   Exhibit 10.1 - Form of Stock Purchase Agreement between the
  
            Registrant and certain Investors used in connection with sales of
  Common Stock on July 7 and July 15, 1998 (excludes the exhibits thereto; such
  exhibits will be furnished supplementally upon request by the Securities and
  Exchange Commission).
  2.   Exhibit 99.1 - Press Release dated July 17, 1998, issued by Registrant
            announcing the signing of the Stock Purchase Agreements.
  
                                    SIGNATURES
                                    ----------
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                               APPLIED IMAGING CORP.
                               ---------------------
                                   (Registrant)
  
  Date: July 27, 1998                By: /s/ Jack Goldstein
                                             ----------------------------
                                     Name:   Jack Goldstein
                                     Title:  President and Chief Executive Officer
  EXHIBIT INDEX
                                   -------------
  Exhibit
  -------
  
  10.1 -    Form of Stock Purchase Agreement between the Registrant and certain
            Investors used in connection with sales of Common Stock on July 7 and
            July 15, 1998 (excludes the exhibits thereto; such exhibits will be
            furnished supplementally upon request by the Securities and Exchange
            Commission).
  
  99.1 -    Press Release dated July 17, 1998, issued by Registrant announcing the
            signing of the Stock Purchase Agreement.