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) December 19, 2000
                                                   ------------------
  (December 14,2000)
  ------------------
  
                               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 December 14, 2000, Applied Imaging Corp. ("Applied Imaging") consummated
  a private placement of 1,280,908 shares of its common stock to two institutional
  investors (purchasing for five separate funds) at a purchase price of $2.75 per
  share. The purchase price was negotiated with the investors and represented a
  discount from the previous day's closing price of $3.00 per share as reported by
  the Nasdaq National Market System.
  
     Warrants were also issued to the investors entitling them to purchase an
  additional 422,700 shares of Applied Imaging's common stock at an exercise price
  of $3.75 per share.
  
     Additional shares and warrants may be issuable to the investors under certain
  anti-dilution provisions of the Stock Purchase Agreement between Applied Imaging
  and the investors, and terms of the Warrant issued to the investors.
  
       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.
  
     H.C. Wainwright & Co. Inc. assisted Applied Imaging in the placement of the
  shares and received a fee of $246,575 plus warrants to purchase 128,090 shares
  of Applied Imaging's common stock.
  
                                         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: December 19, 2000           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) December 19, 2000
                                                   ------------------
  (December 14,2000)
  ------------------
  
                               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 December 14, 2000, Applied Imaging Corp. ("Applied Imaging") consummated
  a private placement of 1,280,908 shares of its common stock to two institutional
  investors (purchasing for five separate funds) at a purchase price of $2.75 per
  share. The purchase price was negotiated with the investors and represented a
  discount from the previous day's closing price of $3.00 per share as reported by
  the Nasdaq National Market System.
  
     Warrants were also issued to the investors entitling them to purchase an
  additional 422,700 shares of Applied Imaging's common stock at an exercise price
  of $3.75 per share.
  
     Additional shares and warrants may be issuable to the investors under certain
  anti-dilution provisions of the Stock Purchase Agreement between Applied Imaging
  and the investors, and terms of the Warrant issued to the investors.
  
       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.
  
     H.C. Wainwright & Co. Inc. assisted Applied Imaging in the placement of the
  shares and received a fee of $246,575 plus warrants to purchase 128,090 shares
  of Applied Imaging's common stock.
  
                                         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: December 19, 2000           By: /s/ BARRY HOTCHKIES
                                        -------------------------
                                        Barry Hotchkies
                                        Vice President, Chief Financial Officer
  
                                         3