content: <PAGE>
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      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 13, 2002 (January 31,2002)
                         -----------------------------------
  
  
                                APPLIED IMAGING CORP.
               (Exact name of registrant as specified in its charter)
  
  
             Delaware                       0-21371               77-0120490
  (State or other jurisdiction of        (Commission           (I.R.S. Employer
   incorporation or organization)        File Number)        Identification No.)
  
  
                           2380 Walsh Avenue, Building B,
                            Santa Clara, California 95051
             (Address of principal executive offices including zip code)
  
  
                                   (408) 562-0250
                (Registrant's telephone number, including area code)
  
  
                                   NOT APPLICABLE
            (Former name or former address, if changed since last report)
  
  <PAGE>
  
  ITEM 5  OTHER EVENTS
  ------
  
       On January 31, 2002, Applied Imaging Corp. ("Applied Imaging") consummated
  a private placement of 571,500 shares of its common stock to an institutional
  investor (purchasing for three separate funds) at a purchase price of $1.75 per
  share. The purchase price was negotiated with the investors and represented a
  discount of 17% from the average of the previous five trading days' closing
  price of $2.11 per share as reported by the Nasdaq National Market System.
  
       Additional shares may be issuable to the investors under certain provisions
  of the Stock Purchase Agreement between Applied Imaging and the investors.
  Subject to the occurrence of certain events, beginning July 29, 2002, each
  investor shall be entitled to a warrant exercisable for a number of shares of
  Applied Imaging's common stock equal to the number of shares of common stock
  purchased in the January 31 financing. The warrants are exercisable for four
  years from issuance at a price of $2.25 per share.
  
       The proceeds from the private placement will be used for expanded market
  development and support of the company's MDS(TM) program, working capital and
  general corporate purposes.
  
                                         2
  
  <PAGE>
  
  
                                APPLIED IMAGING CORP.
  
  
                                     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: February 13, 2002              By: /S/ BARRY HOTCHKIES
                                           ----------------------------------
                                           Barry Hotchkies
                                           Vice President, Chief Financial Officer
  
  
                                         3
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text: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      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 13, 2002 (January 31,2002)
                         -----------------------------------
  
                                APPLIED IMAGING CORP.
               (Exact name of registrant as specified in its charter)
  
             Delaware                       0-21371               77-0120490
  (State or other jurisdiction of        (Commission           (I.R.S. Employer
   incorporation or organization)        File Number)        Identification No.)
  
                           2380 Walsh Avenue, Building B,
                            Santa Clara, California 95051
             (Address of principal executive offices including zip code)
  
                                   (408) 562-0250
                (Registrant's telephone number, including area code)
  
                                   NOT APPLICABLE
            (Former name or former address, if changed since last report)
  ITEM 5  OTHER EVENTS
  ------
  
       On January 31, 2002, Applied Imaging Corp. ("Applied Imaging") consummated
  a private placement of 571,500 shares of its common stock to an institutional
  investor (purchasing for three separate funds) at a purchase price of $1.75 per
  share. The purchase price was negotiated with the investors and represented a
  discount of 17% from the average of the previous five trading days' closing
  price of $2.11 per share as reported by the Nasdaq National Market System.
  
       Additional shares may be issuable to the investors under certain provisions
  of the Stock Purchase Agreement between Applied Imaging and the investors.
  Subject to the occurrence of certain events, beginning July 29, 2002, each
  investor shall be entitled to a warrant exercisable for a number of shares of
  Applied Imaging's common stock equal to the number of shares of common stock
  purchased in the January 31 financing. The warrants are exercisable for four
  years from issuance at a price of $2.25 per share.
  
       The proceeds from the private placement will be used for expanded market
  development and support of the company's MDS(TM) program, working capital and
  general corporate purposes.
  
                                         2
  APPLIED IMAGING CORP.
  
                                     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: February 13, 2002              By: /S/ BARRY HOTCHKIES
                                           ----------------------------------
                                           Barry Hotchkies
                                           Vice President, Chief Financial Officer
  
                                         3