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)  June 2, 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 June 2, 1998, Registrant consummated a private sale of 3,333,331 shares
  of its Common Stock to certain accredited investors at a purchase price of
  $3.00 per share, which exceeded that day's closing price of Registrant's Common
  Stock as reported on the Nasdaq National Market System.  The transaction was
  pursuant to the terms of a Stock Purchase Agreement dated June 2, 1998 between
  the Registrant and the investors.  Thomas C. McConnell, a director of the
  Registrant, is an affiliate of one of the purchasers, New Enterprise
  Associates, VII, Limited Partnership which acquired 1,000,000 shares of Common
  Stock in the transaction. The proceeds from the sale of the shares will be
  used for working capital and general corporate purposes.
  
   
  <PAGE>
   
  Item 7 EXHIBITS
  ---------------
  
  (c) Exhibits.  The following documents are filed as exhibits to this report:
  
       1.   Exhibit 10.1 - Stock Purchase Agreement dated June 2, 1998 between the
            Registrant and certain Investors (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 June 3, 1998, issued by Registrant
            announcing the signing of the Stock Purchase Agreement.
  <PAGE>
   
                                     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:     June 11, 1998                       By: /s/ Jack Goldstein
                                                   ----------------------------
  
                          Name:  Jack Goldstein
  
                          Title:  President and Chief Executive Officer
  <PAGE>
   
                                   EXHIBIT INDEX
                                   -------------
  
  Exhibit
  -------
  
  10.1 -    Stock Purchase Agreement dated June 2, 1998 between the Registrant and
            certain Investors (excludes the exhibits thereto; such exhibits will
            be furnished supplementally upon request by the Securities and
            Exchange Commission).
  
  99.1 -    Press Release dated June 3, 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)  June 2, 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 June 2, 1998, Registrant consummated a private sale of 3,333,331 shares
  of its Common Stock to certain accredited investors at a purchase price of
  $3.00 per share, which exceeded that day's closing price of Registrant's Common
  Stock as reported on the Nasdaq National Market System.  The transaction was
  pursuant to the terms of a Stock Purchase Agreement dated June 2, 1998 between
  the Registrant and the investors.  Thomas C. McConnell, a director of the
  Registrant, is an affiliate of one of the purchasers, New Enterprise
  Associates, VII, Limited Partnership which acquired 1,000,000 shares of Common
  Stock in the transaction. 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 - Stock Purchase Agreement dated June 2, 1998 between the
            Registrant and certain Investors (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 June 3, 1998, issued by Registrant
            announcing the signing of the Stock Purchase Agreement.
  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:     June 11, 1998                       By: /s/ Jack Goldstein
                                                   ----------------------------
  
                          Name:  Jack Goldstein
  
                          Title:  President and Chief Executive Officer
  EXHIBIT INDEX
                                   -------------
  
  Exhibit
  -------
  
  10.1 -    Stock Purchase Agreement dated June 2, 1998 between the Registrant and
            certain Investors (excludes the exhibits thereto; such exhibits will
            be furnished supplementally upon request by the Securities and
            Exchange Commission).
  
  99.1 -    Press Release dated June 3, 1998, issued by Registrant announcing the
            signing of the Stock Purchase Agreement.